These General Terms of Service regulate the purchase of ZENVIA’s Services and represent a binding agreement between ZENVIA and the CLIENT (“Terms” or “Agreement”).
By using any of the Services and giving their acceptance, the CLIENT agrees to these Terms, which may be amended by ZENVIA throughout the contractual relationship, at any time, taking effect immediately after publication.
It is important that the CLIENT understands their responsibilities and the specifics of the Services they choose to use.
The documents below apply to the CLIENT’s use of the Services, without prejudice to other documents relating to the specifics of the services provided:
a. Privacy and Personal Data Protection Agreement (DPA);
b. Service level agreement – SLA;
c. Code of Ethics and Conduct available at: https://www.zenvia.com/en/ethics-and-conduct/ and
d. Policy for Preventing and Combating Corruption, Bribery, Fraud and Money
Laundering available at: https://investors.zenvia.com/corporate-governance/main-policies/.
e. Terms of Use for Software Plans and Channel Packages (Zenvia Customer Cloud) available at the following link: https://www.zenvia.com/en/terms/#customer-cloud
Clause 1 – Services provided and applicable documents
1.1 The purpose of the Services provided by ZENVIA is to license and use Zenvia Customer Cloud, including its modules, functionalities, APIs and access to Communication Channels, as described and detailed in the link: https://www.zenvia.com/en/terms/#customer-cloud (Terms of Use for Software Plans and Channel Packages (ZENVIA CUSTOMER CLOUD) or in the Commercial Proposal, as the case may be.
1.2 The Services described in Clause 1.1 may be rendered by ZENVIA simultaneously or separately, depending on the plan acquired by the CLIENT.
1.3 In the event of inconsistencies or conflicts between these Terms and those of any Proposal signed by the CLIENT and ZENVIA, the Terms shall prevail, except in the case of commercial conditions, when the Proposal shall prevail for all purposes.
1.4 For the purposes of interpreting these Terms, when we use “ZENVIA” we are referring to ZENVIA. The list of Controlled companies and all other words or expressions that have or may have any technical or specific connotation within the scope of these Terms will be listed and conceptualized in the Definitions at the end of this document. The CLIENT and ZENVIA shall be referred to individually as “Party” and collectively as “Parties” for the purposes of these Terms.
Clause 2 – Declarations of the Parties
2.1 The Parties declares that they:
a. Fully comply with their legal obligations, especially tax, labor and social security obligations;
b. There is no administrative or contractual obstacle preventing it from fulfilling the obligations assumed by our Contract.
c. They have the technical and operational requirements to guarantee the provision and use of the services which are the subject of the Contract we have signed.
d. They are legally capable and entitled to contract, are duly accredited to carry out the activities and are in good standing, possessing all the licenses, authorizations, certificates and permits necessary to carry out the activities that are the subject of this Contract;
e. During and after the term of our Contract, there will be good faith and transparency;
f. Comply with applicable laws and regulations, including but not limited to US federal laws, applicable state laws, consumer protection and privacy laws, Federal Trade Commission Truth in Advertising Regulation, and other laws that may be enacted, modified or amended that apply to the use of our Services such as the Computer Fraud and Abuse Act (18 U.S.Code §1030);
g. have no actions, suits, proceedings or investigations, either at law or in equity, or before any commission or other administrative authority in any United States or foreign jurisdiction, of any kind now pending or, threatened or proposed in any manner that (i) questions the validity of this Agreement or (ii) seeks to delay, prohibit or restrict in any manner any action taken or to be taken by Parties under this Agreement;
h. Considerable investments were not necessary for the start of the contractual relationship;
Clause 3 – General Rules for the Use of the Services:
3.1 Any and all services contracted by the CLIENT must be used exclusively for the
corporate purpose for which they were contracted. If improper or distorted use by the
CLIENT is identified, ZENVIA may discontinue the provision of the service without
prejudice to the determination of any losses and damages arising from the misuse.
3.2 The CLIENT may not upload, store, process or transmit, through the contracted Services, codes, files, scripts or programs that are malicious or that may compromise the security and integrity of the ZENVIA CUSTOMER CLOUD or cause damage to ZENVIA or third parties and comply with the Computer Fraud and Abuse Act (18 U.S.Code §1030).
3.3 The billing terms of ZENVIA services may be different and will be detailed in the link: https://www.zenvia.com/en/terms/#customer-cloud (Terms of Use for Software Plans and Channel Packages (ZENVIA CUSTOMER CLOUD) or in the Commercial Proposal contracted by the CLIENT, as the case may be.
Clause 4 – Changes to Terms
4.1 If these Terms need to be modified by ZENVIA to reflect changes and updates to the Services offered due to (i) a court order or legislative change or (ii) changes in the contracting policies of third party controllers of communication channels such as Meta (Facebook Inc.), Telephone Operators, and (iii) exemplarily, to reflect changes and updates to the services. ZENVIA will notify the CLIENT ten (10) business days prior to the date on which said changes to the Services will become effective, and the CLIENT may, at its sole discretion, choose to continue using ZENVIA’s Services or terminate this Agreement, free of charge. The CLIENT must notify its decision to ZENVIA within five (5) business days after being notified of the change that will affect the Services provided. Continued use of the Services after the changes have been made will mean that the new conditions have been accepted by the CLIENT.
4.2 If the CLIENT believes that a modification made by ZENVIA causes a materially adverse impact on the use of the Service and is not reasonably acceptable, the CUSTOMER may terminate the Agreement by notifying ZENVIA in writing within thirty (30) calendar days of the communication of such modification, and any amounts accrued up to the formalization of the termination shall be due.
Clause 5 – Communications of the Parties
5.1 The CLIENT must use, as a priority, the digital communication option through the channels already used, or the address of our head office by post, as informed in the Glossary of this Contract.
b. ZENVIA will primarily use the e-mail address provided by the CLIENT, without
prejudice to the physical address, and is obliged to keep them updated periodically
throughout the commercial relationship.
c. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given: (i) upon personal delivery to the party to be notified; (ii) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient and sent via registered or certified mail as stipulated herein within three (3) business days, then on the next business day; (iii) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt or rejection. All communications shall be sent to the head office at the address further described in the Glossary or to such other address as may have been furnished by the Parties from time to time, as the case may be.
Clause 6 – Intellectual Property
6.1 The Parties undertake to respect reciprocally and permanently all copyrights,
trademarks, patents, registrations, industrial designs and other intellectual property
rights involved in our contractual relationship.
6.2 The CLIENT understands and acknowledges that ZENVIA is the owner or licensee
of all rights, titles and interests in any intellectual property related to the services it
provides or the platform it makes available, including but not limited to all content,
trademarks, software, patents, texts and designs, isolated parts and copies.
6.2.1 Additionally, the CLIENT acknowledges that any type of development, innovation
or modification carried out on ZENVIA’s intellectual property, at the CLIENT’s request
or not, including but not limited to new functionalities, customizations, improvements
or any other form of intellectual contribution, shall be considered ZENVIA’s sole and
exclusive property, including all rights, titles and interests associated with such
developments.
6.2.2 ZENVIA does not grant, transfer or assign any rights to the intellectual property
mentioned herein, but may provide any restricted licenses and rights expressly granted to the CLIENT under this Agreement. All rights not expressly granted to the
CLIENT are reserved to ZENVIA, its Controlled and its licensees.
6.2.3 Any licenses granted to the CLIENT terminate when the Contract between
ZENVIA and the CLIENT is terminated and the CLIENT must immediately stop
using all services of ZENVIA.
6.3 The CLIENT undertakes never to harm or violate ZENVIA’s Intellectual Property
rights, being liable for damages arising from use in breach of these terms. The CLIENT
may not in any way decompile, display, disassemble, modify, translate, create derivative works from, copy, rent, lease, distribute, assign, reverse engineer, transfer, include or remove any items from ZENVIA’s services.
6.4 The CLIENT hereby grants to ZENVIA a worldwide, perpetual, irrevocable, irreversible, transferable, sub-licensable, non-exclusive and royalty-free assignment license to unrestrictedly exploit any and of all Intellectual Property rights related to any feedback provided in relation to the services we provide.. The term “feedback” includes, without limitation, comments, suggestions, recommendations, requests for improvement, ideas or other communications relating to the improvement of the services.
6.5 The CLIENT undertakes to immediately notify ZENVIA if he/she has any suspicion or becomes aware of any possible infringements of ZENVIA’s Intellectual Property.
6.6 The CLIENT licenses and authorizes ZENVIA to use its trademarks, business name, logo and other distinctive identifying signs, for the purposes of dissemination on the website and materials, throughout the term of the Contract, throughout the national and international territory, in a physical or virtual environment, on a free, non-exclusive, irrevocable and irreversible basis, unless otherwise agreed in any other document subsequently signed between the Parties.
Clause 7 – Secrecy and Confidentiality
7.1 Considering the nature of the contractual relationship and the services provided by
ZENVIA, information considered confidential may be exchanged.
7.2 Information will not be considered confidential if: (a) it is publicly available (other than as a result of a breach of this Agreement), (b) it is made publicly available by the owner of the information, (c) it was known to one of us before we had access to the information by virtue of our Contract, (d) its disclosure was ordered by a court order or administrative authority in the exercise of its powers or (e) it comes to the knowledge of one of us from a source other than our contractual relationship and without breach of any obligation of confidentiality known to the person receiving the information.
7.3 When it is required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any of the confidential information, the person that must comply shall provide the other party with prompt written notice of any such request or requirement so that the party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by the owner of the confidential information, the person that must comply is nonetheless, in the written opinion of counsel, legally obligated to disclose confidential information to any tribunal or else stand liable for contempt or suffer other censure or penalty, the person that must comply may, without liability hereunder, disclose to such tribunal only that portion of the confidential information which such counsel advises the person that must comply is legally required to be disclosed, provided that the person that must comply exercises its best efforts to preserve the confidentiality of the information, including, without limitation, by cooperating with the owner of the confidential information to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the confidential information by such tribunal.
7.4 Confidential information provided by either Party for the performance of the
Contract shall be used exclusively for the purposes and to the extent necessary for
which it was disclosed.
7.4.1 The Parties agree to the disclosure of confidential information to employees,
agents or representatives, who shall be subject to the same duty of secrecy contained
in the Clauses of this Contract on a need to know basis only.
7.5 The duties of secrecy and confidentiality set out in these Terms will remain in full force and effect for 5 (five) years after the end of our contractual relationship.
Clause 8 – Assignment and Transfer
8.1 The CLIENT may only assign or transfer the Contract and/or the rights arising
there from with ZENVIA’s prior and express written authorization.
8.2 The unauthorized assignment or transfer by ZENVIA will result in the CLIENT being held responsible for all acts or facts related to the unauthorized assignees, in addition to the possibility, at ZENVIA’s discretion, of suspending and/or discontinuing the provision of services regardless of prior notice.
8.3 The use of the services that ZENVIA provides by affiliates of the CLIENT, such as
controlling organizations, controlled or belonging to the same economic group shall not
entail the transfer of the obligations assumed by the CLIENT.
8.4 In the event of joint use in the manner described in the previous item, the CLIENT
must make all its affiliates aware of the rules, obligations and guidelines that apply to
the use of ZENVIA’s services, including all contractual documents. The CUSTOMER
shall be fully responsible for any and all acts or facts carried out by its affiliates.
8.5 Both ZENVIA and the CLIENT may assign and/or transfer the Contract in the
event of a demerger, merger or corporate takeover with prior notice.
8.5.1 Any of these acts involving ZENVIA’s competitors may be grounds for termination of the contractual relationship with the CLIENT, at ZENVIA’s sole , without such termination entailing any burden for ZENVIA and such termination does not relieve CLIENT from its obligation to pay any amounts owed in accordance with this Agreement.
8.6 In cases where ZENVIA authorizes the resale, transfer or sublicensing of its services, the CLIENT must guarantee that it has formally communicated to the third party receiving the services and imposed on it the same obligations, rules and guidelines of use that fall on the CLIENT, including informing (a) the location where all legal documents describing such obligations are hosted and (b) any and all updates that may be made to such documents.
8.7 If the CLIENT fails to comply with the above obligation, it will be subject to a non-compensatory fine equivalent to 12 (twelve) times the average monthly value
calculated from the use of the services provided by ZENVIA and enjoyed by the third
party.
Clause 9 – Subcontracting:
9.1 In order to better perform part of the services contracted by the CLIENT, ZENVIA
may subcontract partner organizations, of which the CLIENT is aware.
9.2 ZENVIA subcontracts partners to perform the services or part of them, in the event
that this is an essential condition for the performance of the subject matter of the
Contract entered into between the Parties, and is responsible for the subcontracting it
carries out.
9.3 All voluntary and freely subcontracted partner organizations will be subject to
conditions and quality standards equivalent to those that ZENVIA applies in its
relationship with the CLIENT.
Clause 10 – Ethics and Anti-Corruption Practices:
10.1 The CLIENT declares that it, its representatives, agents and third parties
under its subordination are fully aware of and adhere to the Zenvia Group’s Code of
Ethics and Conduct available at https://www.zenvia.com/etica-conduta/, agreeing to
adopt ethical conduct when using the Services, in accordance with the provisions of
Brazilian anti-corruption legislation (including, but not limited to, Law 12.846/2013 and
Decree No. 8.420/2015), the provisions of the Foreign Corrupt Practices Act (FCPA),
the UK Bribery Act and other regulations applicable to the Zenvia Group’s business.
10.2 If the CLIENT becomes aware of any request for a bribe, improper advantage
or conduct that fails to comply with the Zenvia Group’s Code of Ethics and Conduct,
arising from the contracted object, the CLIENT must, on the same day after becoming aware of it, report it in writing through the Ethics Channel, as indicated in the Code of Ethics and Conduct.
10.3 If, by any means, information comes to our attention about a situation in which
Zenvia’s employees, agents or subcontractors have been insulted, offended and/or
disrespected, or violations of any kind of Zenvia’s Policy for Preventing and Combating
Corruption, Bribery, Fraud and Money Laundering or the Code of Ethics and Conduct,
on the part of the CLIENT’s employees, agents or subcontractors, the CLIENT
may be notified to clarify within 5 working days what measures have been taken in
relation to the event.
10.3.1 In the event of failure to respond to the notification within 5 working days, failure
to adopt effective measures to resolve the case, or a risk of damage to the Zenvia Group
and its representatives, employees, agents and/or subcontractors, the Services may be
suspended until the internal investigation is concluded.
10.4 Without prejudice to the measures provided for above, non-compliance by the
CLIENT, or third parties related to it, with the terms and precepts contained in the
Corporate Policies and Code of Ethics and Conduct of the Zenvia Group, will give rise
to liability for all losses and damages caused, without prejudice to the right to
immediately terminate the Contract without notice and without incurring any charges,
and to report it to the competent authorities. It is agreed that no limitation of liability
shall apply to this clause.
10.5 The Parties undertake to observe the highest standards of good practice in their
respective markets and in terms of communication, including everything described in
our Policy on Preventing and Combating Corruption, Bribery, Fraud and Money
Laundering, and to avoid giving or receiving any amounts, gifts or advantages that are
not a contractual consequence of the obligations assumed between the Parties.
10.6 The Parties declare that they are not involved and further undertake not to engage, directly or indirectly, by themselves or by their representatives, in any activity or practice that is characterized as an infringement of anti-corruption legislation, in particular of the Anti-Corruption Law and respective regulations currently in force.
10.7 The CLIENT declares that:
i. Its subsidiaries, officers, directors, agents, employees, affiliates or representatives
(herein individually referred to as “Person”) are not currently subject to, nor are they the
target of, any sanctions provided for or enforced by the United States Government,
including, without limitation, the U.S. Department of the Treasury’s Office of Foreign
Assets Control (OFAC), the United Nations Security Council (UNSC), the European
Union, or other competent sanctions enforcement authority (herein collectively referred to as “Sanctions”);
ii. It is not located, organized or headquartered in a country or territory subject to
Sanctions, and that it will not, directly or indirectly, use our services in any activities or
business in countries or territories that are subject to Sanctions, or that could otherwise result in a violation of Sanctions by any Person;
iii. Its resources are not the result of any illicit activities; and
iv. None of its funds or other assets are owned or beneficially owned, directly or
indirectly, by any Person, entity or government subject to sanctions.
iv. To the best of CLIENT’s knowledge after making due inquiry, neither the CLIENT nor any officers, employee, or equity holder:: (i) is under investigation by any governmental authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist related activities, any crimes which in the United States would be predicate crimes to money laundering, or any violation of any Anti Money Laundering Laws (as hereinafter defined in this Section); (ii) has been assessed civil or criminal penalties under any Anti-Money Laundering Laws; or (iii) has had any of its funds seized or forfeited in any action under any Anti Money Laundering Laws. For purposes of this Subsection (iv), the term “Anti-Money Laundering Laws” shall mean laws, regulations and sanctions, state and federal, criminal and civil, that: (w) limit the use of and/or seek the forfeiture of proceeds from illegal transactions; (x) limit commercial transactions with designated countries or individuals believed to be terrorists, narcotics dealers or otherwise engaged in activities contrary to the interests of the United States; (y) require identification and documentation of the parties with whom a Financial Institution conducts business; or (z) are designed to disrupt the flow of funds to terrorist organizations. Such laws, regulations and sanctions shall be deemed to include the USA PATRIOT Act of 2001, Pub. L. No. 107-56 (the “Patriot Act”), the Bank Secrecy Act, 31 U.S.C. Section 5311 et. seq., the Trading with the Enemy Act, 50 U.S.C. App. Section 1 et. seq., the International Emergency Economic Powers Act, 50 U.S.C. Section 1701 et. seq., and the sanction regulations promulgated pursuant thereto by the OFAC, as well as laws relating to prevention and detection of money laundering in 18 U.S.C. Sections 1956 and 1957.
10.8 CLIENT acknowledges and agrees that it shall immediately notify ZENVIA if
it or any of its subsidiaries, officers, directors, agents, employees, affiliates or
representatives are included on a Sanctions list. This shall be considered a material
breach of the Agreement and may give rise to the immediate termination of the
Agreement, without any charge to ZENVIA, respecting and observing the other clauses of these Terms.
10.9 The duties and declarations assumed herein by the Parties may be audited
personally or by third parties specifically contracted, at which time the documents and
activities proving the Parties’ compliance with this clause will be analyzed.
Clause 11 – Acts of God and Force Majeure
11.1 In the event of events that may be classified as unforeseeable circumstances or force majeure, including, but not limited to, the unavailability of necessary telecommunications due to the acts or omissions of third parties such as network operators, the party that becomes aware of the event must inform the other party as soon as possible, within two (2) working days of becoming aware of it, of the occurrence of the event together with the measures being taken, as well as the forecast of regularization, if and when possible. Force Majeure refers to and includes any act of God or nature, an act of terrorism or war, suspension of government operations, extraordinary closure of government offices, general moratoria that directly affects the Services, strikes, pandemics, epidemics, telecommunication interruptions, civil disturbance, labor troubles, or any other cause that is not within the reasonable control of the Party claiming force majeure.
11.2 Any deadlines affected by acts of God or force majeure shall be extended in
proportion to the delay.
11.3 The interruption of the services provided by ZENVIA for a period of more than 30
(thirty) days during acts of God or force majeure will give the CLIENT or ZENVIA the
option of terminating the Contract without any amounts being due as a fine or
compensation. In this case, the amounts due for the services used, either by making
them available or by using them, will still be due, depending on the plan contracted.
11.4 As mentioned above, Acts of God or Force Majeure shall not be considered as
excluding the CLIENT’s duty to make payments for those services actually provided by
ZENVIA.
Clause 12 – Duration, Resignation and Termination
12.1 The Contract will come into force from the date of acceptance by the CLIENT, valid for 12 (twelve) months, with automatic and successive renewal for an equal period, the client will be notified before renewal 10 days before the due date. Either Party may terminate the Agreement at any time, without incurring any charges, fees of any nature or compensation, except for payment for Services already provided, provided that it notifies the other Party at least 20 (twenty) days before the base date for issuing the next invoice, through the ZENVIA service channels already in use. If the notice period does not meet the minimum notice, the cancellation will only be made on the subsequent base date.
12.2 In addition to other cases provided for herein or in other applicable documents, the Agreement may be terminated, in whole or in part, upon prior notice when:
i. the services offered by ZENVIA can no longer be provided due to acts or facts caused by any of the Parties or by third parties;
ii. ZENVIA or the CLIENT is declared bankrupt or has been granted judicial reorganization;
iii. if the ZENVIA or CLIENT enters into an assignment for the benefit of creditors; files a voluntary petition in bankruptcy or is adjudicated as bankrupt or insolvent or has entered against it an order for any relief in any bankruptcy or insolvency proceeding, files a petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law or regulation or fails to contest the material allegations of a petition filed against it in a proceeding of such nature; or seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of all or any substantial part of its properties;
iv. the CLIENT remains in default for more than 90 (ninety) days;
v. ZENVIA or the CLIENT, after being notified in writing to comply with any obligation provided for in the Contract, fails to comply with this obligation within 15 (fifteen) business days, subject to exceptions agreed between the Parties;
vi. The CLIENT is penalized by a communication channel controller (Meta (Facebook Inc.), Telephone Operators, etc.) and has their access to a certain channel prohibited, banned, impeded or restricted;
vii. The CLIENT refuses any price revision practiced by ZENVIA, under the terms of Clause 16 below.
12.3 Our contract may be terminated immediately whenever the CLIENT or any third party under their responsibility fails to comply with any obligation set out in Clauses 10 and 13.
Clause 13 – Suspension of Services
13.1 ZENVIA may temporarily suspend access to the services, without prejudice to the
termination of the Contract where applicable, whenever:
i. it is identified that the content of the CLIENT’s communications and/or the use of the services by the CLIENT are in violation of applicable legislation or with the guidelines contained in these Terms;
ii. the suspension is due to a judicial, police or administrative order;
iii. regardless of prior notice, the CLIENT remains in default for a period of more than 10 (ten) days;
iv. any damage caused or attempted to be caused to ZENVIA or to third parties as a
result of the use of the services by the CLIENT or by any third party connected to the
CLIENT is identified.
13.2 ZENVIA will, whenever possible, notify the CUSTOMER in advance of the risk of suspension and the expected period for it to occur, except in the cases of items “iii” and “iv” above, the latter when ZENVIA identifies that notifying the CUSTOMER in advance could cause damage to it or to third parties, and will notify the CUSTOMER of the suspension as soon as possible.
13.3 Suspension of access – when caused by conduct on the part of the CLIENT – shall not entitle the CLIENT to a proportional reduction in the price, when payment for products is by subscription, nor shall it exempt payment for the services that have been provided. client acknowledges and agrees that this may be a subscription based service and that recurring payment options may be offered to the client. it shall be client’s responsibility to notify zenvia that it no longer wishes to have recurring payments charged to the payment method applied to client’s account.
Clause 14 – Beta Services and Free Services
14.1 ZENVIA may occasionally make services available in Beta phase. The classification
of a service as “Beta” will always be made clear prior to its use.
14.2 Products and/or solutions in the Beta phase are those that are not 100% (one
hundred percent) finished and are constantly evolving, but are considered suitable for use. 14.3 Products and/or solutions in the Beta phase may be supplied free of charge or for
a fee, which does not detract from their Beta characteristics.
14.4 Beta services may not work properly. Therefore, conditions such as availability,
efficiency and others found in regular services may not apply and ZENVIA is not
responsible for any failure occurring in the use of these services.
14.5 The use of services in Beta phase by the CLIENT is voluntary and subject to the
provisions of these Terms. As such, ZENVIA shall not be held liable for acts or harmful
events directly linked to the use of services in Beta phase.
14.6 Services in Beta phase may have their own Terms of Use which will deal in detail
with the specifics of the conditions and obligations related to such services.
14.7 As this is a Beta phase service, ZENVIA does not guarantee the continuity of the
service or the launch of its commercial version.
14.8 ZENVIA may discontinue services in the Beta phase at any time and without prior
notice.
14.9 In the event that any feedback is provided by the CLIENT to ZENVIA in relation to
the products, solutions, services we provide or the ZENVIA CUSTOMER CLOUD, the provisions of Clause 6.4 shall apply.
14.10 In addition to services in the Beta phase, ZENVIA may also make free Services available to the CLIENT, even if they are made available in conjunction with other paid services.
14.11 Similarly, free services may also be discontinued or charged for in the future. In
this case, the CLIENT will be informed at least 30 (thirty) days in advance of the
proposed commercial conditions for using the services and will have the same amount
of time to express their acceptance or not.
Clause 15 – Values and Taxes
15.1 The CLIENT undertakes to pay for the services in accordance with the terms of the Contracted Plan and the Commercial Proposal linked to the contract. The amounts due will be calculated on the basis of the data recorded by ZENVIA, not the data recorded by the CLIENT, and the invoices issued by ZENVIA will be considered final, conclusive and binding on the CLIENT. The absence or delay of ZENVIA in issuing invoices does not prevent future issuance or exempt the CLIENT from responsibility for payment.
15.2 All taxes, as well as the respective ancillary obligations, levied or that may be
levied on this Contract, must be paid by the taxpayer or the respective taxable person,
in accordance with the legislation, except in the event of a court decision, whether
preliminary or final, or a Law authorizing either PARTY not to pay or pay any of the
taxes.
15.3 The PARTIES acknowledge and agree that a change in the Applicable Legislation, including, but not limited to, the extinction or creation of new taxes, charges and fiscal contributions levied directly on the object of this Contract, or the modification of the rates used or in any way increased or decreased the burden on the prices contracted herein, may be considered an event capable of causing an imbalance in the economic and financial equation of this Contract for all applicable purposes, in which case it may be renegotiated, as provided for in Clause 16. “Applicable Law” shall mean, for all countries, all national, federal, state, provincial and local: (i) laws (including common law), ordinances, regulations, and codes; and (ii) orders, requirements, directives, decrees, decisions, judgments, interpretive letters, guidance and other official releases of any regulator that are applicable to ZENVIA, ZENVIA’s affiliates, third party suppliers (as a service provider to ZENVIA and ZENVIA’s affiliates), the Services or any other matters relating to the subject matter of this Agreement. Without limiting the foregoing, Applicable Law includes (a) all data protection, consumer protection, privacy or similar laws and regulations anywhere in the world applicable to persons in possession of personal information, or to the processing of personal information, (b) any bribery, fraud, kickback or other similar anti-corruption law or regulation of any applicable country including the U.K. Bribery Act and the U.S. Foreign Corrupt Practices Act and the regulations promulgated thereunder; (c) any law or regulation addressing unfair, deceptive or abusive acts or practices; (d) any law or regulation addressing money laundering; and (e) any law or regulation related to economic sanctions.
Clause 16 – Price Review
16.1 Notwithstanding the above, ZENVIA reserves the right to revise the prices of the Services, in whole or in part, at its sole discretion, in order to, among other things, compensate for any changes in the prices practiced by the Telephone Operators on SMS message traffic, by Meta (Facebook Inc.) on message traffic on the WhatsApp Business channel or any changes by another communication channel controller or on other software or channel components. In this case, the CLIENT will be informed in advance, in accordance with clause 4.2.
Clause 17 – Responsibilities of the Parties
17.1 The Parties shall be liable for compensation for any damage caused during the performance of the Contract within the limits of their respective proven participation in each event giving rise to the damage, except in the cases provided for in the following clauses or in others specifically provided for in these Terms.
17.2 ZENVIA will not indemnify:
i. damages of any nature caused by the content of the communications transmitted by the CLIENT or by Third Parties in culpable or intentional use of their credentials to access the contracted services;
ii. loss of profits or damage caused by loss of chance or similar hypotheses;
iii. damage caused by the use of products in the test phase or Beta phase;
iv. damage caused by inaccuracy or loss of data;
v. damage caused by acts, facts or faults directly linked to (1) the suppliers of the
channels, such as telephone operators and Meta (Facebook Inc.), or (2) third parties
whose actions are not under our direction, supervision or responsibility.
17.3 Any compensation owed by ZENVIA shall be limited to the annual value of the
Contract signed between the Parties, i.e. the equivalent of the amount paid by the
CLIENT to ZENVIA in the last 12 months of amounts paid, limited to 20 thousand dollars (value varies according to the current exchange rate), with the
exception of cases caused by violations of Laws or obligations relating to (1) Anti-Corruption and Anti-Money Laundering Policies, (2) Confidentiality, (3) Prohibition of child labor or slave labor, or (4) the cause of which is proven to be willful misconduct.
17.4 Customer responsibilities:
17.4.1 The CLIENT shall assume responsibility for any case in which ZENVIA is assessed by any governmental authority, any third party or third party company controlling a communication channel, and said assessment originates from an act or omissions or fact practiced (1) by the CLIENT, (2) by a third party that may be understood to be under the CLIENT’s responsibility or (3) by a third party that has misused the CLIENT’s access credentials to any of the channels, software and solutions offered by ZENVIA.
17.4.2 The CLIENT shall hold ZENVIA harmless and/or reimburse ZENVIA, as the case may be, for any expenses or losses and damages resulting from the assessment or conviction to which it has given rise and arising, from the execution of the object of this Contract.
17.5 Regardless of the services used, the CLIENT’s obligations are:
a. ensure and be responsible for the confidentiality of its access credentials (login and password) and those of its users, in addition to requiring those who are granted access to the credentials to maintain the same level of secrecy and confidentiality as imposed by this document;
b. take all reasonable and possible measures to prevent unauthorized access to the contracted the services;
c. Notify ZENVIA immediately in the event of a suspected or actual leak of access credentials or unauthorized access by third parties to the contracted services, and shall be liable for any damages resulting from failure to do so;
d. keep its registration information and that of its Users up to date and true, taking full responsibility for the accuracy, quality, content and lawfulness of this information, especially PERSONAL DATA, under the terms of the applicable legislation and regulations
e. fully follow the guidelines and rules provided for in applicable legislation, in these Terms and in other documents produced by ZENVIA or third parties involved in the contract, especially the terms relating to the channels and plans chosen to communicate with its Recipients;
f. use the services exclusively for the contracted purpose, and shall not seek to alter, deconstruct, decompile, reverse engineer or otherwise intervene in the integrity of the software, especially with the intention of replicating or damaging it;
g. maintain, at its expense, hardware, software, sufficient internet bandwidth and any other requirements for use of services;
h. when making use of ZENVIA’s solutions, whether through web interfaces or API integrations, the CLIENT shall adopt security measures, such as, but not limited to: recurring vulnerability analyses, risk management process, use of antivirus, password protection mechanisms and incident response plans, which are sufficiently capable of addressing linked risks that include, but are not limited to (a) the use of the services for purposes other than those contracted by the CLIENT, (b) improper access to the services by unauthorized persons; (c) the security of PERSONAL DATA (including improper processing thereof); and/or (d) fraud or any non-compliance with legislation or these Terms;
i. Make all necessary configuration information available to ZENVIA, in addition to
ensuring that its own systems are properly configured, designed and developed to
operate the solutions offered by ZENVIA;
j. Inform ZENVIA of any failures or defects in its Network or equipment that may impact
or degrade the functions of ZENVIA’s equipment and/or Network or the services
provided by ZENVIA to the CLIENT and third parties, as well as the measures being
taken to restore or repair such failures.
17.6 The CLIENT shall also hold ZENVIA harmless against any sanctions or damages
related to the content of the communications transmitted.
17.7 ZENVIA adopts measures to identify and prevent fraud and illegal practices during the use of the Service, including, without limitation, the verification of links inserted by the Customer during the use of the Service. ZENVIA declares that, despite the adoption of prevention measures, it is not able to block or prevent the transmission of fraudulent communications or voice calls. The CUSTOMER is solely responsible for ensuring that their account is not used to transmit fraudulent messages or voice calls. Proof of fraud shall not relieve the CUSTOMER’s payment obligations under the Contract.
17.8 Hold harmless shall mean, for example, as the case may be: (1) indemnify and reimburse us, (2) provide guarantees in lawsuits, (3) assume responsibility for acts and facts related to the use of the service by the CLIENT, (4) qualify in judicial and administrative proceedings that have as their object acts or facts related to the use of the service by the CLIENT, requesting, where appropriate, the exclusion of ZENVIA from such proceedings.
17.9 The CLIENT shall jointly and severally indemnify damages caused by or as a result of the breach of any obligations provided for in this or other applicable Terms, whenever such breach is committed by CLIENT or (1) a third party that may be understood to be under its responsibility or (2) a third party that has misused its access credentials to any of the services offered by ZENVIA.
17.10 In judicial or administrative proceedings, the Party who is responsible for the facts established therein – in accordance with applicable law or these Terms – shall (1) do everything possible, within what is reasonably expected, to defend and hold harmless the innocent party and (2) assume its share of responsibility for the acts and facts under discussion, seeking, where appropriate, the exclusion of the innocent party from those proceedings.
17.11 CLIENT acknowledges that it will be solely responsible for any harm arising from or related to Content transmitted on its own behalf or on behalf of any Third Party accessing its account.
17.12 ZENVIA may require the CLIENT to assume responsibility for any illegality, and is in no way responsible for the content of any messages sent or transmitted
through the Service, and full responsibility for their content shall rest with the
CLIENT, who shall observe all relevant legislation and regulations applicable
when using the Service.
17.13 The CLIENT shall be responsible for evaluating the suitability and convenience
of using ZENVIA’s Services in the event that it uses them to assist it in complying with certain legal or regulatory obligations and duties, as well as ensuring, by itself and its Users, that such use complies with the necessary legal and/or regulatory requirements, and ZENVIA:
a. shall not be responsible for verifying that the use by the CUSTOMER is appropriate
or complies with any specific laws or regulations and b. does not provide or offer any guarantees to the CLIENT in this regard.
17.14 Failure to comply with the above responsibilities may result in the CUSTOMER
being charged with any and all burdens, responsibilities, sanctions and/or indemnities
of any nature arising from its actions and/or omissions, and ZENVIA reserves the right
to restrict and/or block the receipt and transportation of traffic in the event of improper
use of the services by the CLIENT.
Clause 18 – Software integrations with third Parties
18.1 The CLIENT may request ZENVIA to carry out integrations with its own software or Third Party platforms. It will be up to ZENVIA, at its sole discretion, to accept or not to provide this service. In the event of acceptance, the CUSTOMER must provide all the necessary credentials, documents and authorizations for the service to be provided by ZENVIA and the Parties must detail the scope of the integration services to be provided and the applicable fees. applicable.
18.2 When integrating ZENVIA services with our own or third-party software, the
provisions of these Terms and our Agreement shall remain applicable.
18.3 Any damages or losses arising from these own or third party software will be the full responsibility of the CLIENT, who also acknowledges that they are solely responsible for complying with the Terms of Use, policies and other documents related to their Platforms or those of Third Parties.
18.4 ZENVIA does not guarantee the compatibility of the services and platforms it owns with third-party platforms and will not be held responsible for any imperfections or incompatibilities. ZENVIA reserves the right to disable such integrations at any time, with or without prior notice.
18.5 Once ZENVIA services have been integrated with third-party software, all the
information transmitted by the integrated solutions or tools will necessarily be shared with the third party.
19. Applicable Legislation and dispute resolution
19.1 These Terms shall be governed by and construed in accordance with the laws of United States of America and the Parties elect the jurisdiction of the Delaware as the sole competent court to settle any doubts and conflicts arising from these Terms and other documents applicable to the relationship agreed, waiving any other, however privileged.
DEFINITIONS
COMMUNICATIONS: This is the process of exchanging information or other types of interactions between the CLIENT and different individuals, groups or external organizations. It includes, but is not limited to, calls, text, audio or image messages, posts and interactions on social networks. It is not to be confused with communication between the Parties, which may be carried out throughout the contractual relationship through official channels, as set out in clause 5 of these Terms.
CONTROLLED: Any company below Zenvia Mobile Serviços Digitais S.A. in the
organization chart below:
Subsidiary | Company Name | CNPJ or equivalent |
D1 | One To One Engine Desenvolvimento e Licenciamento de Sistemas de Informática S.A. | 15.435.155/0001-28 |
Total Voice | Total Voice Comunicação S.A. | 20.919.790/0001-10 |
SenseData | Sensedata Tecnologia Ltda. | 26.629.190/0001-02 |
Movidesk | Movidesk S.A. | 13.375.030/0001-24 |
Sirena Brasil | Rodati Motors – Central de Informações de Veículos Automotores Ltda. | 20.393.119/0001-89 |
Sirena ARG | Rodati Services S.A. | CUIT: 30-71447468-1 |
ZENVIA US | Zenvia US Corporation | EIN: 36-4780247 |
Sirena MEX | Rodati Servicios S.A. de C.V. | RFC: RSE1712128C9 |
Zenvia MEX | Zenvia México S. de R.L. de C.V. | RFC: ZME201027JTA |
Subsidiary | Addresses |
D1 | Avenida Paulista, 2300, Conj. 182 e 184, Bela Vista, São Paulo-SP, CEP 01310-300 |
Total Voice | Rua da Praça, 241, Sala 705, Pedra Branca, Palhoça-SC, CEP 88137-086 |
SenseData | Avenida Paulista, 2300, Conj. 182 e 184, Bela Vista, São Paulo-SP, CEP 01310-300 |
Movidesk | Rua Sete de Setembro, 644, sala 01, Centro, Blumenau – SC, CEP 89010-200 |
Sirena Brasil | Avenida Paulista, 2300, Conj. 182 e 184, Bela Vista, São Paulo-SP, CEP 01310-300 |
Sirena ARG | Calle Talcahuano 438, 5o Piso, Departamento E, C1013 AAI, Buenos Aires, Argentina |
Sirena EUA | 2810 N Church St, PMB 95826, Wilmington, Delaware 19802-4447 – US |
Sirena MEX | Av. General Mariano Escobedo, 75 402, Col. Anáhuac II Sección, Miguel Hidalgo, Ciudad De México |
Zenvia MEX | Las Praderas No. 12, Col. Jardines del Pedregal de San Ángel, Del. Coyoacán, C.P. 04500, Ciudad de México, |
CHANNELS: refer to the means by which messages are sent and received and include WhatsApp, SMS, RCS, Email, Voice, Webchat,Telegram, X (Twitter), App Push, Web Push, Instagram, Facebook Messenger and others.
CUSTOMER CLOUD: It is web software where information and interactions with CLIENTS are centralized and stored in the cloud to consolidate consumer data, interaction records and relevant information in a single place, accessible quickly and efficiently, allowing companies to provide personalized services, improve the consumer experience and make informed decisions based on centralized and up-to-date data.
PERSONAL DATA: Any information obtained as a result of our contractual relationship, relating to an identified or identifiable natural person, such as: name, Social Security, drivers license, passport, residential or business address, landline or mobile telephone number, e-mail address, geolocation information, among others.
INCIDENT: Any accidental, unlawful or unauthorized access, acquisition, use, modification, disclosure, loss, destruction or damage involving Personal Data.
PROFESSIONAL SERVICE: Service that may include the activation team, charged for the development of customized solutions, with a specific scope.
SERVICES: Services provided or made available by Zenvia, including ZENVIA CUSTOMER CLOUD, software, solutions, channels and professional services.
DATA SUBJECT: The natural person to whom the Personal Data being processed refers.
ANNEX I – DATA PROCESSING AGREEMENT
IN THIS ANNEX WE WILL DEFINE OUR RESPONSIBILITIES WITH REGARD TO COMPLIANCE WITH THE LEGISLATION APPLICABLE TO INFORMATION SECURITY, PRIVACY AND PROTECTION OF PERSONAL DATA PROCESSED WITHIN THE SCOPE OF THE CONTRACT.
1. For the application of this Annex, the following definitions will be adopted:
• Zenvia Group: These are all companies that are in the same Economic Group as Zenvia, that is, the companies listed in “Annex I – Affiliate List” from Zenvia’s Privacy Policy.
• Client: Those who contract any service provided by the Zenvia Group, including natural persons who, representing the contractor, operate the services.
– Personal Data: information relating, directly or indirectly, to an identified or identifiable natural person.
– Processing: any operation carried out with Personal Data, such as collection, storage, access, use, sharing, enrichment and/or deletion.
– Data subject: natural person to whom the Personal Data being Processed refers.
– Data Controller: the party responsible for decisions regarding the Processing of Personal Data, in particular regarding the purposes and means of the Processing of Personal Data.
– Data Processor: the party that processes Personal Data following the instructions of the Controller.
– Sub-processor: a third party and/or subcontractor appointed by the Processor to assist in the fulfillment of obligations relating to the Processing of Personal Data under the contractual relationship between the Controller and the Processor.
– Data Protection Officer: person appointed by ZENVIAto act as a channel of communication with data subjects and the National Data Protection Authority.
– Data Protection Authorities: the public administration body responsible for ensuring, implementing and monitoring compliance with the Applicable Legislation.
– Security Incident (involving Personal Data): any accidental, unlawful or unauthorized access, acquisition, use, modification, disclosure, loss, destruction or damage involving Personal Data.
– Applicable Legislation: means the privacy and data protection laws applicable to the processing of personal data outlined in the contract entered into by the Parties, including any applicable local, state, and federal laws, rules, and regulations in the United States relating to the use, collection, retention, storage, security, disclosure, transfer, sale or other Processing of Personal Data, such as the California Consumer Privacy Act (the “CCPA”), the California Privacy Rights Act (the “CPRA”), the Virginia Consumer Data Protection Act (the “VCDPA”), the Colorado Privacy Act (the “CPA”), the Connecticut Data Protection Act (the “CTDPA”), the Utah Consumer Privacy Act, (the “UCPA ”).
The remaining terms capitalized herein shall have the same meanings ascribed to them in the General Terms of Service, except when expressly provided otherwise herein.
2. Compliance with Applicable Privacy and Data Protection Legislation.
2.1 The Parties declare that they are aware of and comply with all Applicable Legislation, and will process all personal data following the rights and obligations provided for in the Applicable Legislation. 2.2 The CLIENT declares that it is aware of the provisions contained in ZENVIA’s Privacy Policy, available at https://www.zenvia.com/politica-de-privacidade/.
3. Purpose of the Processing of Personal Data within the scope of the Contract
3.1 For the purposes of this DPA, the CLIENT shall be considered the Data Controller, while ZENVIA shall be considered the Data Processor.
3.2 As a Processor, ZENVIA guarantees that the Personal Data received will only be processed to comply with the provisions of the Contract entered into with the CUSTOMER or to comply with the instructions provided by the CUSTOMER, as a result of the condition of Controller, always observing the principles, rules and Applicable Legislation.
3.2.1. The CLIENT acknowledges and agrees that ZENVIA may utilize aggregated and, to the extent possible, anonymized data, for the purpose of developing its products, services, or other technologies, as well as for enhancing solutions based on artificial intelligence.
4. Confidentiality of Personal Data
4.1 All Personal Data made available by the CUSTOMER within the scope of the services provided by ZENVIA will be considered confidential and will be treated in accordance with the conditions set out in Clause 7 of ZENVIA’s General Terms and Conditions of Services.
5. Security measures and controls adopted by ZENVIA
5.1 ZENVIA declares and guarantees that it has measures in place to protect the Personal Data Processed, as well as having security policies in place, which determine technical and administrative measures to guarantee the integrity, availability, and confidentiality of the information.
5.2 The security measures adopted by ZENVIA to guarantee the greatest possible security for the Personal Data Processed are:
(a) authentication of users;
(b) encryption of Data and the content of transactions;
(c) intrusion prevention and detection;
(d) prevention of information leakage;
(e) protection against malicious software;
(f) traceability mechanisms;
(g) access controls and computer network segmentation; and
(h) maintaining backup copies of Personal Data and information.
5.3 If the CUSTOMER has any questions regarding the security measures adopted by ZENVIA, they can contact ZENVIA via the “Chat with Zoe” option, available on the questions button of the https://app.zenvia.com/ environment.
6. Sharing Personal Data
6.1 In certain cases, ZENVIA may share Personal Data with any Sub-Processor hired to fulfill certain contractual obligations and provide the services or part of them.
6.2 When requested by the CLIENT, ZENVIA will provide visibility of these third-party Sub-Processors and the specific activities they perform, provided that they are directly linked to the execution of the services contracted by the CLIENT, while respecting ZENVIA’s trade secrets and proprietary information.
6.3 When Personal Data is shared, ZENVIA must ensure that all Sub-Processors undertake to adopt equivalent levels and standards of protection for Personal Data and information security measures as those set out in this DPA, and ZENVIA shall be held liable for all losses and damages arising from the improper use of Personal Data, provided that such losses and damages are linked to the culpable or willful misconduct of ZENVIA or the Sub-Processors.
7. Conducting Audits
7.1 ZENVIA recognizes the CLIENT’s right to conduct audits related to the existing Processing activities under this DPAand the services provided by ZENVIA. Accordingly, the Parties shall make available, upon request, provided that five (5) working days’ prior notice is given and that regular activities are not jeopardized, all documentation necessary to demonstrate compliance with the obligations set forth in this DPA and the Applicable Legislation on privacy and protection of Personal Data.
7.2 Under no circumstances will access be granted to any information and/or Personal Data (i) relating to clients other than those directly related to the services provided by ZENVIA to the CLIENT; and/or (ii) which are subject to confidentiality obligations with third parties or protected by commercial and/or industrial secrets.
8. International Data Transfers
8.1 The CLIENT agrees that, if necessary for the performance of the Contract and compliance with any of the conditions set forth therein, ZENVIA may carry out international data transfers during the performance of the services provided.
8.2 In the event of an international data transfer, ZENVIA undertakes to take all necessary and possible measures to ensure, in good faith, that such transfer complies with the Applicable Legislation.
9.Fulfillment of requests from Data Subjects
9.1 The CLIENT is the Data Controller and the one responsible to comply with requests from Data Subjects to exercise their rights or requests from Data Protection Authorities or any other authority that may supervise the Processing of Personal Data.
9.2 ZENVIA, whenever necessary and requested by the CUSTOMER, shall provide all support to fulfill requests made by the Data Subjects or by any authority, such as:
(a) requests for access to Personal Data;
(b) correction of incomplete, inaccurate or outdated Personal Data;
(c) erasure:
(d) portability; and
(e) other rights provided for in Applicable Legislation.
10. Communication of Security Incidents
10.1 In the event of a Security Incident that may cause relevant risk or damage to the Data Subjects, the Parties must notify the other party of the Security Incident within 48 (forty-eight) working hours of becoming aware of its occurrence, as the case may be.
10.2 The communication shall contain at least the following information:
(a) Date and time of the Security Incident;
(b) Date and time of acknowledgement by the notifier;
(c) List of the types of Personal Data affected by the Security Incident;
(d) Number of data subjects affected (volume of the Security Incident) and, if possible, a list of these individuals;
(e) Contact details of the Person in Charge or other person from whom further information about the incident can be obtained; and
(f) A description of the possible consequences of the event.
10.3 The CLIENT, as the Data Controller, will be responsible for making the necessary communications to the Data Protection Authorities and to the Data Subjects, when necessary, under the terms of the Applicable Legislation.
10.4 If the Security Incident or the effects of the Security Incident involve ZENVIA, the communications in question must be previously aligned between the CUSTOMER and ZENVIA.
10.5 When the CLIENT, acting as Controller, does not prove compliance with the notification of the Security Incident to the Data Protection Authorities, as requested by the Applicable Legislation, ZENVIA will have the right to carry out the necessary communications, without the need for prior consent, unless the delay is for a justified reason.
10.6 The Parties agree that they will work together to prevent and stop any Security Incident, investigating the possible causes and even considering carrying out audits to conclude the investigation.
11. Disposal of Personal Data
11.1 ZENVIA will permanently delete or return Personal Data to the CLIENT when:
(a) requested by the CLIENT;
(b) when the contractual relationship of the Parties and the obligations arising therefrom are terminated; or
(c) when the purpose of the Processing has been fulfilled.
11.1.1 ZENVIA may keep any Personal Data when the continued Processing is permitted by law or when it is necessary to comply with any legal or regulatory obligation or to protect a legitimate right.
11.2 Even after the termination of the Contract or other agreements entered into between the Parties, the obligations provided for in this DPA shall continue for as long as the Parties have access to, are in possession of or are able to carry out any Data Processing operation involving information provided during the contractual relationship.
12. Responsibilities of the CLIENT when using the Platform
12.1 In addition to the other responsibilities provided for in the General Terms and Conditions of Service, in this DPA, in the Contract, and in the Applicable Legislation, the CLIENT declares and guarantees that:
(a) all Personal Data that, in any way, has been or will be transferred to ZENVIA, has been and will be obtained lawfully, with an appropriate legal basis under Applicable Legislation, with due transparency to Data Subjects regarding how Personal Data will be processed, under Applicable Legislation, including regarding the protection and confidentiality of Personal Data;
(b) has obtained, in advance and by means of a free, unequivocal and informed manifestation, the consent of the Data Subjects to send messages, when this authorization is required for the legality of the communication, under the terms of the Applicable Legislation and/or on account of responsibilities assumed contractually with third parties;
(c) if, during the use of the services, there is the possibility of Processing Personal Data of minors or sensitive Personal Data, it has obtained the necessary consent, in accordance with the legal requirements determined by Applicable Legislation, and will previously notify ZENVIA of the possibility of such Processing;
(d) is fully responsible for the format, accuracy, quality, content and lawfulness of the Personal Data uploaded, stored, and processed on the Platforms used in the services, under the terms of the Applicable Legislation;
(e) is fully responsible for the Processing of Personal Data carried out by itself, or as requested by the CLIENT, in the context of the execution of the contractual relationship, and will hold ZENVIA harmless from any losses and damages, direct or indirect, arising from any operation of Processing of Personal Data carried out in disagreement with this DPAand the Applicable Legislation.
12.1.1 To hold ZENVIA harmless shall mean, for example, as the case may be: (1) to indemnify and reimburse ZENVIA, (2) to provide guarantees in proceedings, (3) to assume responsibility for acts and facts related to the use of the channel by the CLIENT, (4) to qualify in judicial and administrative proceedings that have as their object acts or facts related to the use of the channel by the CLIENT, requesting, where appropriate, the exclusion of ZENVIA from the proceedings.
ANNEX II – SERVICE LEVEL AGREEMENT
HERE WE WILL ESTABLISH THE AVAILABILITY COMMITMENTS AND PROCEDURES FOR LOGGING AND REPAIRING FAULTS IN ALL PRODUCTS AND SERVICES PROVIDED BY US.
Nomenclatures used:
• Triggering: It is an act of contacting one or more individuals with the aim of requesting help in an ongoing incident and/or problem;
• Platform availability: It means the ratio, expressed as a percentage, of the Theoretical Available Time during which the Platform is fit for use according to its intended purpose;
• Available: It means the ability of a service to be accessed and used according to its intended purpose;
• Fault: It means any failure of the services to operate according to their intended purpose, except if it arises during or as a consequence of any Excluded Time;
• Business Hours: Monday to Friday, from 8:00 AM to 6:00 PM;
• Incident: It is the unplanned interruption of one or more services/products and/or the reduction of their quality according to the agreed requirements;
• Monitoring: It is the ability to collect information and metrics on the health of the products’ infrastructure, with the aim of proactively identifying anomalous behaviors that may impair the use of the products and/or services at some point;
• Service Provider: third-party controllers of other services or communication channels integrated with the services provided by US;
• Request: It is a request for assistance and/or service for clarification of doubts, execution of configuration changes, support for difficulties in using the product and/or fault resolution;
• Temporary Solution: Application of a temporary fix aimed at restoring the service(s);
• Permanent Solution: Application of a permanent fix and/or improvement to the component and/or service responsible (root cause) for an incident and/or problem;
• Excluded Time: It means any time during which the Platform is not available or access to it is restricted;
• Theoretical Available Time: It means the total amount of time for a given period, minus the Excluded Time.
1. What will be established here?
1.1 Here we establish performance and quality standards, thus establishing the respective obligations regarding: (1) the guarantee of the availability of the contracted service and (2) the procedure for handling and supporting calls.
1.2 This Agreement shall apply only to the portion of services connected to ZENVIA, excluding any faults attributable to (1) the Service Provider, (2) Internet problems, (3) and/or faults for which the CLIENT is responsible.
1.3 The “Standard Support” call support contract is the standard when purchasing any service from Zenvia. “Support Business” and “Support Premier” must be indicated according to demand, for executive/commercial.
1.4 The Parties agree that they shall:
a. notify each other as soon as any defect, anomaly, malfunction, or fault that may directly or indirectly affect the services provided is detected;
b. immediately forward to the other Party any communication received from Operators or other controllers of communication channels regarding the services provided, especially those of a technical nature.
2. How will “faults” and “impacts” be classified?
2.1 All faults must be reported by the CLIENT to ZENVIA, following the procedure described in clause 3, stating the nature of the fault and the information necessary for its correct solution.
2.2 For the purposes of this Agreement, a Fault shall be considered reported when ZENVIA’s support team receives a report in accordance with clause 3.1 of this Agreement, either by email or by phone, or (b) when the CLIENT initiates a request/call in ZENVIA’s system to track the Fault;
2.3 After the communication of a fault and the performance of initial investigations by ZENVIA, we will inform the CLIENT, by email, of the following:
a. Date and time when the fault was verified;
b. Severity – classified according to impact from I – IV;
c. Estimated time to resolve the fault.
2.4 The impacts on the services provided by ZENVIA shall be classified according to the specification below:
High | Include:1 – Problems causing total unavailability of requests registered on OUR platform during the fluctuating period;2 – Problems causing total unavailability of the service. |
Medium | Include any problem that causes instability of requests registered on OUR platform during the fluctuating period. It is emphasized that instability means partial functioning of the service and, for problems of considerable proportion* that cause mild instability of requests registered on OUR platform during the fluctuating period. It is emphasized that mild instability means slowness in the response of the service.*The term “considerable proportion” mentioned in the item above is understood as the occurrence of Degradation/Instability, where up to 40% (forty percent) of Users are impacted. In cases where the failure percentage is greater than 40% (forty percent), the failure will be considered as unavailability and, consequently, the severity will be reclassified for failures of HIGH IMPACT. |
LOW | Include problems that do not affect the quality of service provided to the CLIENT, such as: inquiries about the application and related services, inquiries about configuration, handling, active functionalities; software upgrade or application update; documentation update, or any activity that is not necessarily associated with the immediate availability of the service to the client. |
2.5 Services will be considered unavailable when:
(i) Messages are not delivered to the ZENVIA platform and/or the CLIENT’s platform due to a failure in one of the involved parties (ZENVIA, CLIENT, or Service Provider); or
(ii) Messages are not delivered to the ZENVIA platform and/or to the Service Provider; or
(iii) Other transactions exchanged between OUR platforms with the Service Provider do not occur; or
(iv) Other transactions exchanged between ZENVIA’s platforms and the CLIENT are not being completed due to systemic and/or network failures in one of the environments.
2.6. If the definitive solution for requests considered of medium and low impact, as defined in this Agreement, requires more time than specified in Clause 4, whether due to its technical, economic, or operational complexity, as well as the need to involve internal areas, ZENVIA will present a workaround solution and the average return time for the request, justified and in advance.
3. How to Trigger?
3.1 All triggering will be directed and conducted according to the level of impact of the reported problem.
3.2 The categorization of impacts will be carried out at the time of opening the tickets, and may be changed if the requirements are met, in accordance with the stipulations in this Agreement;
3.3 Upon receipt of the fault report and classified according to the criteria of this Agreement, the following escalation level is stipulated:
Escalation list | ||
Standard Support | A “Chat with Zoe” option is available on the doubt button in the environment. http://escalation.zenvia.com | Business Hours |
Premier Support Business | A “Chat with Zoe” option is available on the doubt button in the environment https://app.zenvia.com/ / contact email to be shared by the Customer Support (CS) or Executive/ 0800 6464777 | 24/7 |
Premier Support Premium | A “Chat with Zoe” option is available on the doubt button in the environment https://app.zenvia.com/ / contact email to be shared by the Customer Support (CS) or Executive / 0800 6464777 | 24/7 |
Escalation list | ||
Standard Support | ||
Level | Routing | Contact |
1º | Customer Service Team | “Chat with Zoe” option, available on the doubt button in the environment http://escalation.zenvia.com/ |
Support Business | ||
1º | Equipe de Atendimento | “Chat with Zoe” option, available on the doubt button in the environment https://app.zenvia.com/ / email to be shared by the Customer Service (CS) or Executive / 0800 6464777 |
Support Premier | ||
1º | Equipe de Atendimento | Chat with Zoe” option, available on the doubt button in the environment https://app.zenvia.com/ / email to be shared by the Customer Service (CS) or Executive / 0800 6464777 |
3.4 If the CLIENT has contracted the Support Business or Support Premier plan, their support will not be restricted to Business Hours. Additionally, the CLIENT will have access to ZENVIA’s dedicated team for their tickets.
3.4.1 However, if YOU have contracted the Premier Support Premium plan and need all your support to be handled by a support analyst designated specifically for YOU, YOU must request support within Business Hours. If YOU need support outside Business Hours, the same structure as Premier Support Business will apply.
4. What Will Be the Notification X Resolution Times?
Standard Support:
IMPACT | SOLUTION | Type x Time (Business Hours) | |
INCIDENT | |||
Low/No Impact | 1o. Response | 02h | 02h |
Definitive | 24h | 48h | |
Medium | 1o. Response | 02h | 02h |
Definitive | 24h | 48h | |
High | 1o. Response | 02h | 02h |
Definitive | 12h | 24h | |
INCIDENT | |||
Low/No Impact | 1o. Response | 02h | |
Definitive | 08h | ||
Medium | 1o. Resposta | 02h | |
Definitive | 04h | ||
High | 1o. Response | 01h | |
Definitive | 02h | ||
4.1 The resolution time applies only to faults within ZENVIA’s direct control, as stipulated in clause 1.2 of this Agreement.
4.1.2 In cases of faults that are not within ZENVIA’s direct control and are attributable to a third-party service provider, the observed resolution time will be that of the third party. By using the Service, the CLIENT agrees to this specific rule.
4.1.3 Except for the responsibilities already provided for in the General Terms of Service, ZENVIA shall not be liable for damages of any kind arising from the fault resolution time attributable to service providers, whether material or non-material, direct or indirect, actual damages or loss of profits.
5. Maintenance Windows
5.1 ZENVIA may perform maintenance on Software (SaaS) and Channels (CPaaS) and services within the Zenvia Customer Cloud, aiming at corrections or enhancement opportunities. We commit to communicate in advance, through our Status Page (https://status.zenvia.com), as per the table below, in cases of interruption, maintenance, technical upgrade, or intervention:
Duration of Interruption | Advance Notification Period | Maintenance Window |
> 300 minutes | 1 (one) day | 00:00 às 06:00 (GMT-3) |
until 299 minutes | 2 (twoo) hours | 00:00 às 06:00 (GMT-3) |
5.2 If any intervention in the services requires actions from the CLIENT, we commit to communicate with a minimum advance notice of 7 (seven) days.
6. Availability
The availability of each SaaS product (Attraction, Conversion, Service, Success, Docs, Bots, NLU, NLU Lite, Chat, Zenvia Customer Cloud Portal), each communication channel (SMS, Voice, Email, Whatsapp, RCS, Telegram, Facebook Messenger, Instagram, Webchat, GBM) and/or other services offered within the Zenvia Customer Cloud (ZCC) is stipulated at 99.50%. These availability rates will be measured and evaluated individually.
6.2 The description of metrics, which will have a measurement period between the 1st and last day of the previous month to the request, and the calculation of service availability will be based on the following data:
• Monthly availability calculated = ((720-H) / 720)*100
(In months of 31 days, 744 hours will be considered)
• Where: H = Total hours during which the service was unavailable in the referred month.
6.3 The period of unavailability will be computed by US from the receipt of the request sent by YOU and will be considered concluded from the restoration of the provision of services according to their intended purpose.
6.4 YOU may request the availability indicator of the contracted services for up to 30 days after the last day of the month from which the indicator is intended to be extracted. After this period, WE will not be obliged to provide the requested indicator.
6.5 The following events will NOT be considered as periods of unavailability:
a) Instability and/or Unavailability of services during Maintenance Window and/or scheduled change;
b) Events that can be proven not attributable to the failure of services provided by US, including: fortuitous events or force majeure, in accordance with the determination set forth in article 393 of the Civil Code, or actions taken by third parties not linked to US;
c) Any changes necessary to meet YOUR requests. “Adjustments” are considered all improvements, inclusions, and/or configuration changes in the application provided by US;
d) Problems generated in third-party services (hardware, software, network, applications, and content) and/or applications that have been indicated and determined by YOU to be used together or as support for the services provided by US;
e) Delays and problems related to the lack of delivery or proper formatting of the content provided by YOU;
f) Interruption caused by the network outage of both parties;
g) Failure and/or other issues found regarding YOUR application or system.
Annex III – Code de Ethics
Annex IV – Policy For Prevention and Combating Corruption
Annex V – Terms of Use for Software Plans and Channel Packages
The Terms of Use for Software Plans and Channel Packages (ZENVIA CUSTOMER CLOUD) are intended to highlight important points about the use of the different Services included in ZENVIA CUSTOMER CLOUD. They are additional and specific rules to those provided for in the General Terms of Service and are incorporated herein for all legal purposes.
Acceptance of the General Terms of Service and use of any Plan or Package implies acceptance of the rules described below, so please read these Terms carefully.
These Terms may be modified at any time via this link: , by way https://www.zenvia.com/en/terms/#customer-cloud for example only, to reflect changes and updates to the services offered; as a result of a court order or legislative change; due to changes in the contracting policies of third-party controllers of communication channels, such as Meta (Facebook Inc.), Telephone Operators, etc. The CLIENT must keep up to date by checking the current information.
In the event of inconsistencies or conflicts between these Terms and those of any other document accepted by the CLIENT, these Terms shall prevail in relation to the use of the services included in ZENVIA CUSTOMER CLOUD.
1. STORAGE RULES WITHIN ZENVIA CUSTOMER CLOUD
1.1 While the Agreement is in force, ZENVIA will store the Transactional Data that the CUSTOMERS traffic through their respective accounts in ZENVIA CUSTOMER CLOUD for a period of 24 (twenty-four) months (“Active Account Retention Period”), counted from its generation or insertion, with the permanent deletion of such Transactional Data after this period, unless there is an express written agreement between ZENVIA and the CUSTOMER providing for a different storage and retention period.
1.2 During the Active Account Retention Period, CLIENTS and their USERS will be able to access and obtain reports of the Transactional Data trafficked in their respective accounts, subject to the following conditions and deadlines:
(a) Up to the 6th month: User Transactional Data will be available via Screen Query in ZENVIA CUSTOMER CLOUD, i.e. via self-service on demand.
(b) From the 7th to the 24th month: Transactional Data will be stored in Backup and will no longer be available for Screen Query. Access to the Transactional Data during this period will only be possible by means of Inquiry by Call, subject to the response times established by ZENVIA in its internal policies, which may vary according to complexity, timing and compliance with applicable regulations, such as local legislation for the protection of personal data.
(c) After the 24th month: The CLIENT’s Transactional Data will be deleted from our systems, including those stored in backups. After this period, data recovery will no longer be possible.
1.3 From the date of termination of the Agreement, ZENVIA will enable limited access to ZENVIA CUSTOMER CLOUD for these CUSTOMERS for a period of 60 (sixty) days, only so that they can access the Transactional Data available via Screen Query. At the end of this period of 60 (sixty) days, counted from the termination, even if the CUSTOMERS have not made any access or backup, ZENVIA will delete all Transactional Data stored in ZENVIA CUSTOMER CLOUD, including Transactional Data trafficked in a period of less than 24 (twenty-four) months (“Inactive Account Retention Period”).
1.4 The deletion of Transactional Data will be carried out in a secure and definitive manner, following the best information security practices and in compliance with applicable personal data protection regulations.
1.5 Zenvia reserves the right to change the Data storage regulations at any time, including those concerning the time limits for retaining Transactional Data, with the corresponding updating of the provisions set out herein. Any significant change, which implies a burden on CUSTOMERS, will be communicated in the manner and within the timeframe provided for in the General Terms of Service.
2. API RULES WITHIN ZENVIA CUSTOMER CLOUD
2.1 ZENVIA CUSTOMER CLOUD uses a multi-channel API, as defined in these Terms of Use, which allows, from a single implementation, the consumption of all the channels made available in the software, whose rules of use that the CLIENT must observe are set out in the following sub-items.
2.2 Rate-Limit for Access to APIs: The CUSTOMER agrees to observe and respect the limits (rate-limit) established for access to the APIs provided by ZENVIA in the ZENVIA CUSTOMER CLOUD.
2.3 Limitation of Calls, Requests or Transactions per Second:
2.3.1 Each API made available by ZENVIA has a rate-limit of 20 (twenty) calls per second.
2.3.2 The CLIENT acknowledges and agrees that this limit is established to ensure the stability, security and proper performance of the services.
2.3.3 The CLIENT is aware that the limit of calls per second may vary between APIs and will be specified in the technical documentation provided by ZENVIA, as set out in item 2.6 below.
2.4 The CLIENT’s responsibility:
2.4.1 It is the CLIENT’s responsibility to monitor and manage the number of calls made to the APIs to ensure compliance with the limits (rate-limit).
2.4.2 In the event that the CUSTOMER exceeds the limit of calls per second established for a given API, ZENVIA reserves the right to take corrective measures, including, but not limited to, limiting or temporarily suspending access to the API.
2.5 Notification of Changes in Limits:
2.5.1 ZENVIA shall have the right to adjust the limits set out in Section 2.3.1 in order to guarantee the quality and stability of the services.
2.5.2 The CUSTOMER will be notified reasonably in advance of any changes to the call per second limits.
2.6 The API documentation made available on ZENVIA CUSTOMER CLOUD will be available at this Github link: https://zenvia.github.io/zenvia-openapi-spec/v2/#section/Overview.
3. SPECIFIC COMMUNICATION RULES IN ZENVIA CUSTOMER CLOUD
3..1 The CLIENT is exclusively responsible for choosing and/or preparing the content to be sent in the communications transmitted through the services provided by ZENVIA, so that all traffic carried out under credentials belonging to the CLIENT will be the CLIENT’s sole responsibility.
3.2 When communicating, the CLIENT must always comply with the following
obligations:
i. Identify themselves clearly, accurately and legitimately;
ii. Not violate the rights of third parties;
iii. Respect the rights of PERSONAL DATA SUBJECTS processed by the communication made;
iv. Observe and follow applicable federal and state laws, legislation, regulation and self-regulation including, but not limited to, the U.S. Constitution, Electronic Communications Privacy Act, Privacy Act, Federal Trade Commission Act;
v. Ensure formal authorization (“opt-in”) from the Recipient, who must be duly
identified, for any communication with them to be initiated by the CLIENT;
vi. Ensure that the aforementioned information identifying the Recipient passed on is
treated as Personal Data;
vii. Guarantee the possibility of formal cancellation (“opt-out”) of the authorization by
the Recipient through “MO” messages, cancellation links (e-mail) or other applicable
means for any other channels;
viii. Include, where applicable, a clear and non-misleading title/subject that accurately
describes the content and purpose of the message (e.g. “this e-mail is an advertisement
or promotion”).
3.3 The CLIENT may not transmit communications and/or files that:
i. present information that is false or deliberately out of date (fake news), misleading,
dubious or whose nature cannot be clearly identified;
ii. present information that is known to be out of date and intended to form opinions or
instill emotional states based on error;
iii. promote any form of racism or discrimination;
iv. reference to illegality;
v. bring pornographic, political or religiously fanatical content, without prejudice to also observing the provisions of clause 4.1.1 when using the channels within ZENVIA CUSTOMER CLOUD.
vi. violate the rights of third parties;
vii. are prohibited or not recommended for the Recipient’s age group;
viii. present unsolicited mass or fraudulent content, which characterizes spam or phishing;
ix. involve charging the Recipient, except for any charges levied by telephone operators for replying to communications;
x. promote or encourage portability and/or migration of the Recipient between telephone operators;
xi. have not been formally authorized (“opt-in”) or have had their formal cancellation
(“opt-out”) requested by the Recipient.
3.4 In order to help the CLIENT make the best use of our channels, ZENVIA may apply content filters to the communications and/or files being trafficked. These filters, through algorithmic configuration, will serve to prevent the traffic of communications that present (1) phishing, (2) spam or (3) inappropriate or offensive vocabulary.
3.5 The possible use by ZENVIA of the filters mentioned in the previous clause does not remove or diminish the obligations imposed on the CLIENT through this document, nor does it remove the CLIENT’s liability for damages arising from the traffic of communications with undue content.
3.6 Regardless of the solution or channel used by the CLIENT, the communications sent must be of a strictly commercial, corporate and/or institutional nature, and the use of ZENVIA’s services for communications of a personal or other nature is prohibited.
3.7 The CLIENT on behalf of itself and its respective equity holders, officers, directors, employees, agents, legal representatives, successors and assigns, does hereby indemnify and agree to hold harmless each of ZENVIA and its respective equity holders, officers, directors, employees, agents, legal representatives, successors and assigns from and against any and all causes of action, lawsuits, claims, costs, expenses and demands whatsoever in law and or equity by any person or persons whomsoever, including specifically but not limited to any third party, government or political subdivision or agency thereof, asserted against ZENVIA, for claims arising from or related to CLIENT’s breach of its representations or warranties under this Agreement or CLIENT’s failure to comply with ZENVIA’s terms and conditions, laws, rules and regulations applicable to CLIENT under this Agreement.
3.8 From time to time, under the terms of the legislation, ZENVIA may request that the CLIENT send us proof of obtaining the opt-in and opt-out granted by the Recipient, therefore, the CLIENT must keep such information duly filed, providing ZENVIA whenever requested, which must be complied with within a reasonable period agreed between the Parties.
4. CHANNEL-SPECIFIC RULES
4.1 SMS
4.1.1 These rules will apply whenever the CUSTOMER uses SMS as a communication channel with their recipient, within the plans.
4.1.2 Each SMS message may contain a maximum of 160 (one hundred and sixty) alphanumeric characters, including special characters and accents which count as 2 (two) alphanumeric characters. Messages that exceed this limit will be split and concatenated automatically, and will count for all purposes, especially billing and collection, as multiple messages, depending on the number of concatenated SMS messages required.
4.1.3 Traffic messages will be charged on the basis of sending and/or receipt by the CLIENT, regardless of successful delivery to the final Recipient.
4.1.4 The CLIENT may send SMS messages with political content as long as they do not violate what is described in Clause 3.3 above, and must comply with the following conditions:
i. The message must not artificially create emotional or passionate mental states or contain content that could be considered fanatical;
ii. It is strictly forbidden to broadcast (1) news that is known to be false or (2) when out of context and explained, known to be out of date, all of which are known as “fake news”;
iii. The CLIENT must respect all electoral legislation and guidelines of the Federal Election Commission, especially with regard to deadlines and territorial scope for the broadcasting of electoral campaigns;
iv. It is forbidden to use the names, brands or logos of any telephone operator in the content of the communications or pages referenced;
v. Anonymity is expressly forbidden and the sender must always be identified;
vi. In the event that ZENVIA or any telephone operator receives judicial or extrajudicial notification from the CLIENT that the communication made is irregular, the CLIENT must take all necessary measures to cease the communication;
vii. All communications sent must have a mechanism allowing the recipient to opt out. The recipient must opt out within 48 hours of their request.
4.2 WhatsApp
4.2.1 These rules shall apply whenever the CUSTOMER uses the WhatsApp Business communication channel, regardless of the solution, tool or interface that may be integrated into the channel. The CUSTOMER’s use of the solution does not give them any intellectual property rights over the WhatsApp Business Solution
4.2.2 The CUSTOMER may not request services, make complaints and suggestions or open tickets directly with Meta, WhatsApp or any other companies belonging to the group, under penalty of interruption of channel access services, contractual termination, application of a fine and determination of losses and damages, as the case may be.
4.2.3 ISV program:
4.2.3.1 If the CUSTOMER, as the owner of WhatsApp Business, already uses services provided by third parties (referred to as ISVs) integrated into the WhatsApp Business channel or wishes to use services provided by ISVs integrated into the channel, it will be mandatory for the CUSTOMER and the ISV to join the “ISV Program” established by the Target.
4.2.3.2 Joining the “Program” will require express formalization by signing the documents required by the Target, as well as a prior validation process on the intended ISV to be applied by the Target. In this case, ZENVIA, as the BSP, will provide the necessary information and support for joining the Program.
4.2.4 Policies, Terms and Conditions of Use established by Meta:
4.2.4.1 In addition to the provisions contained herein, other documents prepared by Meta are also responsible for establishing conditions, obligations and guidelines for the use of WhatsApp Business Solution:
(a) WhatsApp Business Solution Terms (https://www.whatsapp.com/legal/business-solution-terms);
(b) Facebook Terms (https://www.facebook.com/legal/terms);
(c) Facebook Commercial Terms (https://www.facebook.com/legal/commercial_terms);
(d) WhatsApp Business Terms of Service (https://www.whatsapp.com/legal/business-terms);
(e) WhatsApp Business policy (https://www.whatsapp.com/legal/business-policy);
(f) WhatsApp Legal Information (https://www.whatsapp.com/legal/#privacy-policy);
(g) WhatsApp Intellectual Property Policy (https://www.whatsapp.com/legal/#ip-policy);
(h) WhatsApp Brand Guidelines (https://whatsappbrand.com);
(i) Technical and product documentation (https://developers.facebook.com/docs/whatsapp/guides;
(j) WhatsApp Commercial Policyhttps://www.whatsapp.com/legal/commerce-policy
4.2.4.2 Meta may update, unilaterally and without prior notice, any of the documents that deal with the use of the WhatsApp Business Solution, especially those listed above, which, for the continued use of the solution, must be observed by the CLIENT.
4.2.5 Obligations that the CLIENT must observe and comply with when using the channel:
- Take care of the login data of the user(s) registered to use the solution’s software, refraining from revealing, duplicating, reproducing or distributing such access data;
- Throughout the configuration of WABA, at least one (1) system administrator must be appointed who is responsible for managing the WhatsApp Business Client instance and who is active at all times during configuration;
- In the case of having a third-party provider integrated into the solution, ensure that this third party only processes data in accordance with your instructions and authorization, within the limits imposed by all documents dealing with guidelines and policies for using the solution, especially the ISV Program;
- Present the WhatsApp logos, in whole or in part, unchanged at all times, and must not combine them with any other logo, company name, brand or generic terms;
- Present the name “WhatsApp” as a single word, without modifications or abbreviations, keeping the letters “W” and “A” capitalized;
- Follow WhatsApp’s visual identity, which incorporates the colors “blue green”, “green, “blue” and others throughout the application;
- Follow the brand guidelines in the Brand Guidelines document (https://whatsappbrand.com) when using the WhatsApp logo to promote your commercial presence in the application when using the WhatsApp Business Solution or WhatsApp Business APIs;
- Obtain prior, express and registered Formal Authorization (OPT-IN) from Recipients to send messages through WhatsApp Business Solution;
- Provide Recipients with the opportunity to request Formal Cancellation (OPT-OUT) of receiving messages sent via WhatsApp Business Solution;
- Comply with all requests – made through WhatsApp or otherwise – to block, discontinue or refuse communications through WhatsApp (“Opt-Out”). In the event that any Recipient is presented with a Refusal Option, BSP, when aware of such Option, will remove such Recipient from the User Base, preventing new messages from being sent to that Recipient;
- Use templates to create their messages, and such templates must comply with the solution’s guidelines and usage policies. WhatsApp may review message templates before they are used;
- Maintain a Privacy Policy that complies with applicable legislation, especially with regard to the rights of data subjects;
- About the phone number that should be linked to WABA:
1. The number must be owned by the WABA holder. If, for any reason, the CUSTOMER loses ownership of this number, Zenvia will have no responsibility to keep it active on the platform. This same rule applies to prepaid numbers;
2. The number must be able to receive SMS or voice calls for registration to be completed;
3. Once a phone number has been registered in the WhatsApp Business API, it cannot be used by the WhatsApp Business application or by normal WhatsApp. If this number ceases to be used in a WhatsApp API and is duly unlinked in the CLIENT’s business manager, without carrying messages for 30 (thirty) days, the CLIENT may reuse this same number in the free version of WhatsApp, as stipulated by Meta;
4. Authorize the provision to Meta of data, metrics and other information related to the CLIENT’s use of WhatsApp Business Solution, especially from the linking of their Facebook Business Manager and Facebook for Developers account to WABA;
5. Respect the image, brand and confidentiality guidelines found in the normative documents drawn up by Facebook;
6. Maintaining the infrastructure, servers and any other equipment necessary for the solution to function;
7. In the event of termination of the channel licensing services contract, destroy copies of software and modifications in YOUR possession, as well as return materials and documentation delivered to YOU under the contract;
4.2.6 The CLIENT may NOT, while using WhatsApp Business Solution:
- Directly or indirectly, use data obtained from WhatsApp Business Solution to (1) track, build or augment profiles of individual WhatsApp recipients, except for data obtained from the content of their own conversations, (2) process such data with third parties, even if in anonymized, aggregated or derived form, (3) redirect Meta and WhatsApp services, piggyback or redirect, or (4) combine such data with any other third-party data sources;
- Use the data of the Recipients contacted for purposes other than those necessary and justified to support the types of message (content) being sent;
- Sending messages to recipients who have not given formal authorization or who have opted out;
- Send messages of a promotional, advertising or marketing nature, unless (1) the sending is done within a window of 24 hours from the contact initiated by the final recipient or (2) the templates approved by WhatsApp for notifications are used;
- Create games or interactive programs that involve skills, competition and/or luck;
- To relate, at any level, to terrorist or organized crime activities and, in this sense, to transmit messages whose content tolerates or supports groups or individuals linked to such activities;
- Using WhatsApp Business Solution to commit crimes or facilitate/organize criminal activities that cause injury to people or animals, harm businesses or cause damage to third parties;
- Disclosing or asking for the disclosure of credit card or bank account numbers and details;
- Transmitting messages whose content is at odds with the applicable legislation and regulations in force, in the applicable law;
- Assigning the rights to use WhatsApp Business Solution to third parties without the prior express consent of Meta.
4.2.7 Interruption or Suspension of CUSTOMER’s access to WABA by Meta:
4.2.7.1 Meta may, at its sole discretion, restrict and/or remove your access to the solution in cases where the CLIENT:
- Receive excessive negative feedback from recipients or cause harm to WhatsApp or its individual users, including its Recipients;
- Use solutions offered by third parties, even when official WhatsApp tools and products are available; and
- Violates any of WhatsApp’s usage policies or guidelines or encourages third parties to do so. In these cases, the CLIENT may be prevented from using the solution again.
4.2.7.2 ZENVIA will inform you within 48 (forty-eight) hours of any status changes in the CLIENT’s WABA promoted by the Target.
4.2.7.3 Where appropriate, in the event of suspension or banning of the CLIENT’s account, ZENVIA will seek to understand the reasons for the penalty applied by the Target and, where appropriate, restore the regular active status.
4.2.7.4 The account ban not reversed by the Target will constitute a case of automatic termination of the contract between the CUSTOMER and ZENVIA. This termination will partially apply when the contract between the Parties establishes the provision of other services not affected by the banning of the CUSTOMER’s account on the WhatsApp Business Solution channel.
4.2.7.5 Considering that suspension or banning orders, including for misuse of templates, are issued exclusively by Meta, ZENVIA cannot be held responsible for any damage arising from these orders, except in cases where it has been proven that it was the sole cause of any penalty.
4.2.8 The CLIENT’s responsibilities in relation to the use of the channel:
4.2.8.1 The CLIENT shall be fully liable:
- For any and all acts or omissions of third parties appointed by the CLIENT to join the WhatsApp Business channel;
- For any and all damage caused by the content of the messages transmitted;
- For any and all damage arising from the underlying relationship between the CLIENT and the Recipient of their messages;
- For any and all pecuniary punishments to BSP or Meta that originate from an act or fact that is the responsibility of the CLIENT or third parties under their responsibility.
4.3 VOICE
4.3.1 These rules will apply whenever the CUSTOMER uses the voice platform as a communication channel with their recipient, within the plans.
4.3.2 Platform Licensing:
4.3.2.1 ZENVIA’s licensing of the voice platform provides a corporate communication solution that can be integrated with different channels and tools, features and add-ons, and when combined with the infrastructure of multiple fixed and mobile Network Operators, enables the connection between the CLIENT and its end users.
4.3.2.2 ZENVIA acts exclusively as a supplier of the software platform, not directly providing the infrastructure and numbering resources, and disclaims any responsibility in relation to the telecommunications services offered by the partner Operators, including the Multimedia Communication Service (SCM), Personal Mobile Service (SMP) and Fixed Switched Telephone Service (STFC), as well as any issues related to the operation of telecommunications networks or regulatory compliance, which are the responsibility of the partner Operators.
4.3.2.3 The service may be contracted on a pre-paid or post-paid basis, as provided for in the CLIENT’s Commercial Proposal, which is an integral part of this instrument.
4.3.2.4 When contracted in the prepaid mode, the CLIENT will be entitled to use the service by purchasing credits and recharges on the panel, which will be invoiced by ZENVIA after confirmation of payment, or as determined by the partner.
4.3.2.5 When contracted in the post-paid mode, the service will be invoiced by ZENVIA according to its consumption and according to the prices and conditions established in the Commercial Proposal contracted by the CLIENT.
4.3.3 Telephone line numbers:
4.3.3.1 ZENVIA may, at the CLIENT’s request, make a telephone line number available for exclusive use on its platform, by formalizing and operating a Non-Onerous Assignment Agreement with the CLIENT, linked to any and all telephone lines assigned during the term of the Agreement, the details of which will appear on the Voice Platform and on the respective billing. In this case, the structure and numbering resources will be provided directly by the fixed and mobile Network Operator partners.
4.3.3.2 If the CUSTOMER already has their own telephone line, they will need to port the number from their external Operator to ZENVIA’s Partner Operator in order to be able to use it exclusively on ZENVIA’s platform.
4.3.3.3 The CLIENT declares and acknowledges that ZENVIA is not the telecommunications service provider responsible for offering the Telephone Line to be used on the Platform – but rather the Telephone Operators – and that ZENVIA has no responsibility whatsoever for the quality of the telecommunications services offered by the Operator.
4.3.4 Responsibilities
4.3.4.1 ZENVIA is solely and exclusively responsible for providing the voice platform, and assumes no responsibility for the content trafficked and its purpose. Therefore, the CUSTOMER is solely and exclusively responsible for all issues related to the content, traffic delivered and application of the contracted service, and must strictly observe the legislation in force in its use.
4.3.4.2 The CUSTOMER is prohibited from using the service contracted to make mass calls at a volume greater than the human capacity for dialing, answering and communication, which are not completed or, when completed, are disconnected by the originator within a period of up to 3 (three) seconds (“short calls”), under penalty of total and immediate blocking of the service, without prejudice to the other penalties provided for herein.
4.3.4.3 The CLIENT shall hold ZENVIA harmless from any fines imposed by telephone operators, regulatory agencies and/or bodies of the judiciary or executive branch that are derived from non-compliance with legislation or regulation applicable to the communication maintained by the CLIENT. In the event of the imposition of any fines by the Operators, regulatory agencies and/or bodies of the judiciary, which are derived from non-compliance with legislation, or even with the determinations of applicable law, ZENVIA reserves the right to pass on in full to the CLIENT, within the limit of its responsibility, without prejudice to the possibility of immediate suspension of services and/or motivated termination.
4.3.4.4 ZENVIA assumes responsibility for managing the contractual relations with the partner Operators contracted by it, guaranteeing the operability of the services offered through the voice platform. ZENVIA also undertakes to bear any and all remuneration due to the partner Operators contracted by ZENVIA, including the remuneration of the destination network, related to the Transport Service of the traffic originated by the CUSTOMER to the destination terminals.
4.4 RCS
4.4.1 These rules will apply whenever the CUSTOMER uses the RCS channel, regardless of the product or trigger mechanism (web or API).
4.4.2 Types of RCS and rules of use:
4.4.2.1 RCS Basic. This version has no multimedia content (images, videos, audio, etc.) or other features typical of RCS Single. As it is a simpler option, it is only possible to send text messages of up to 160 characters. This message will contain the channel’s normal identification, such as brand validation and hotsite, as well as delivery status and message reading. If you send more than 160 characters and have an integrated Notification/Single agent, then the message will be delivered as a Notification/Single. If the recipient is not RCS-compatible, the message will be delivered as an SMS automatically.
4.4.2.2 RCS Single. Allows you to send messages of up to 5000 characters with logo and verified account. Enhances your CUSTOMERS’ messaging experience with the possibility of sending multimedia resources, such as an image, conversion button or carousel. Reports with sending, delivery and reading data are available for better monitoring and management of messages.
4.4.2.3 Conversational RCS. Send messages of up to 5000 characters with logo and verified account in all RCS Rich features. Use as a service channel for a complete journey Integrate the chatbot experience with conversation flows and responses.
4.4.3 Processing
4.4.3.1 Triggering. Traffic messages will be charged based on receipt and/or sending by the CLIENT, regardless of successful delivery to the final recipient. The triggering mechanism can be done via API or via the ZENVIA CUSTOMER CLOUD platform in its web interface.
4.4.3.2 Fallback. If the destination device does not support RCS, our platform will send SMS. The list of fallbacks and RCS delivered is available in the ZENVIA CUSTOMER CLOUD reports.
4.4.3.3 Opt-Out in RCS messages: Whenever a user receives an RCS message, they have the option of replying ‘stop’, ‘stop’, ‘stop’, ‘don’t want’, ‘exit’, ‘exit’, to stop receiving these messages.
4.4.3.4 General Provisions: Any changes or updates made by Google to the rules governing the use of the RCS channel shall be promptly informed to the CLIENT, who may only continue to use the channel if subject to such new rules, under penalty of liability for improper use.
4.5 E-MAIL
4.5.1 These rules will apply whenever the CLIENT uses the e-mail channel, regardless of the product or trigger mechanism (web or api).
4.5.2 Processing:
4.5.2.1 The flow starts with one of two interfaces: ZENVIA CUSTOMER CLOUD or API. The CLIENT will choose whether to use email templates that are sent with personalized information.
4.5.2.2 The CLIENT can choose to send them at a specific time or send them immediately. The trigger is sent to a gateway (stargate) which will validate that the CUSTOMER is able to make this trigger by verifying their contract with the channel and other details before it is sent to a final application that talks to the email provider. After the message has been sent, useful information about the trigger will be available to our CLIENTS, allowing reports to be generated identifying which messages were delivered and which were not.
4.5.2.3 Opt-out: The CUSTOMER who has decided to opt-out and no longer receive content from a particular sender will do so by sending a message with the words ‘stop’, ‘stop’, ‘stop’, ‘don’t want’, ‘exit’, ‘exit’ or by clicking on the Unsubscribe button. In this way, the contact enters the Deny List and no longer receives emails from that sender.
4.6 INSTAGRAM
4.6.1 These rules shall apply whenever the CLIENT uses the instagram business channel, regardless of the solution, tool, module or platform that may be integrated into the channel.
4.6.2 Policies, Terms and Conditions of Use established by Meta:
4.6.2.1 In addition to the provisions contained herein, other documents prepared by Meta are also responsible for establishing conditions, obligations and guidelines for the use of Instagram:
- Facebook Terms of Service;
- Facebook Community Standards;
- Instagram Terms of Use;
- Instagram Community Guidelines;
- Facebook Developer Policies, especially the Instagram Messaging Policy;
- It is important to know that Meta may update, unilaterally and without prior notice, any of the documents dealing with the use of Instagram Business, especially those listed above, and that, in order to continue using the solution, the CLIENT must accept and follow any new conditions, obligations or guidelines.
4.6.3 Limitations of this channel:
- It is not possible to use the API with “non-business” Instagram accounts;
- Conversations between more than 2 participants (Group Thread) are not supported;
- It does not support the forwarding of notifications, only receptive use;
- If the total of 200 (two hundred) messages sent within a 5 (five) minute interval by “@account” is exceeded, the API may experience slow message traffic;
- If the total of 300 (three hundred) messages sent and/or received within an interval of 5 (five) minutes per “@account” is exceeded, the API may slow down the execution of webhooks;
4.6.4 Even if the CUSTOMER uses automated conversation flows in conjunction with the Instagram channel, any communication experience promoted by the CUSTOMER must allow overflow to human interaction.
4.6.5 The CLIENT and/or any third party indicated by the CLIENT may not retain, download or in any way store in their own systems the media content sent or made available through the API.
4.6.6 How you will be charged for using Instagram:
4.6.6.1 For the use of the channel through the Messenger API for Instagram, the CLIENT will pay the amount stipulated and agreed between us for each “Conversation” initiated, which will be considered as such whenever the CLIENT receives a message via Instagram from any user of the channel and will have a duration of 24 hours.
4.6.6.2 When this 24-hour time limit is reached, another Conversation will be started – and also charged for – if the CLIENT receives a new message.
4.6.6.3 Tools, solutions and/or platforms used in conjunction with the Instagram channel may be charged for separately and at their own discretion.
DEFINITIONS
API: The acronym API stands for Application Programming Interface. In short, it is a type of application that provides a means by which two systems are connected and interact by exchanging specific data. The API works by sending resources passed on by the user to a particular server or system and, after this stage, the external end of this communication responds with the data needed to offer a particular service to the user. For these reasons, when we talk about APIs we tend to mention endpoints, which represent one of the communication points between the interface and the external server. Thanks to this characteristic, APIs have the benefit of saving user resources, since they don’t run locally on the user’s machine and only use the server’s response to provide the necessary information. In short, an API is simply an application that exchanges information between an external system and a user.
BACKUP: Refers to the backup copy of the CLIENT’s Transactional Data stored for recovery purposes in the event of data loss or system failures.
BSP (BUSINESS SERVICE PROVIDER): ZENVIA’s quality and designation as an official and approved provider of access to the WhatsApp Business channel.
CUSTOMER: User of a service provided by ZENVIA.
SCREEN VIEW: Direct and immediate access to transactional data via the ZENVIA CUSTOMER CLOUD interfaces.
CALL CONSULTATION: Access to Transactional Data upon formal request through the support system, via Zenvia’s service channel.
TRANSACTIONAL DATA: All messages, data and information exchanged, transmitted or stored by CUSTOMERS with their final recipients, through the various communication channels (CPaaS) and software (SaaS) available on ZENVIA CUSTOMER CLOUD, including, but not limited to: SMS, RCS, Whatsapp, recordings of conversations and/or records of each call made on the Voice channel, interactions via Chatbot and Whatsapp, records of cases, tickets, calls, assistance and/or other information and/or data recorded in Zenvia Chat, Zenvia Conversion, Zenvia Service and Zenvia Success, data trafficked via the automations created with our Bots using Zenvia Bots, Zenvia NLU and Zenvia Docs, as well as documents in PDF format and/or any other file extension sent and/or received on any of the software (SaaS) and/or Channels (CPaaS) offered via ZENVIA CUSTOMER CLOUD and transacted through their respective accounts, regardless of the format, type or extension of the data.
E-MAIL: This is a channel that allows CUSTOMERS to send e-mail messages to their end CUSTOMERS separately and automatically. ZENVIA bridges the gap between the two parties to simplify and speed up sending to a segmented base defined by the CUSTOMER through ZenAPI or the Zenvia Platform, using ZENVIA CUSTOMER CLOUD.
INTERACTIONZ: It is the term created to make tangible the value that our solution brings to our CUSTOMER. The definition of an Interactionz is when the brand starts a conversation with its CUSTOMER or when the end consumer initiates contact with the brand. The conditions state that an Interactionz lasts 24 hours from its opening. New messages within this period do not create a new Interactionz.
INTEGRATIONS: These refer to the connection between different systems or applications, allowing data and functionalities to be exchanged between them. These integrations facilitate collaboration and efficiency by allowing separate systems to work together, sharing information and automating processes.
ISV (INDEPENDENT SOFTWARE VENDOR): Third party that in some way integrates the relationship between Zenvia (BSP) and the holder of WABA (WhatsApp Business).
RCS (RICH COMMUNICATION SERVICE): Google’s messaging channel, compatible only with Android mobile devices with branding, rich media, interactivity and analysis. With RCS, companies can deliver interactive and branded mobile experiences. Unlike SMS, RCS returns read status. To send on this channel, the CLIENT must have a Google agent. This service is compatible with the mobile devices that Google partners with, such as Android from version.
SEATS: Refers to the number of licenses or “seats” available on a software platform or system that allows a certain number of users to simultaneously access and use the service. Each “seat” represents an authorization for a person or user to access the platform or service. The term is often used in CUSTOMER service software or CUSTOMER relationship management systems.
SMS (“SHORT MESSAGE SERVICE”): Short text message with up to 160 (one hundred and sixty) alphanumeric characters transmitted between the CLIENT and the Recipients via a mobile telephone line.
SOLUTIONS: We will refer to Zenvia Customer Cloud as a solution, and to the Attract, Convert, Nurture and Serve journey stages as Solutions. When referring to Zenvia Customer Cloud, the term solution can be interchanged with the term software. Zenvia Customer Cloud is not a platform and will not be a tool.
WABA (WhatsApp Business Account): WhatsApp Business Solution is a software solution that provides a communication channel between companies and users of the WhatsApp application, owned and managed by Meta. It is an accredited and approved access to the corporate WhatsApp communication solution maintained by Meta (Facebook Inc). With this access, an account is created so that the holder can receive and send messages through it. It is the official corporate WhatsApp account.
ZENVIA CUSTOMER CLOUD: It is web software where information and interactions with CLIENTS are centralized and stored in the cloud to consolidate consumer data, interaction records and relevant information in a single place, accessible quickly and efficiently, allowing companies to provide personalized services, improve the consumer experience and make informed decisions based on centralized and up-to-date data.
These Terms of Service were last updated at March 11, 2024.