For customer contracts concluded until March 10, 2024, the General Terms of Service in force for the respective contract period will apply, which are available at Previous Documents.
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); https://www.zenvia.com/en/terms/dpa/
b. Service level agreement – SLA; https://www.zenvia.com/en/terms/sla/
c. Code of Ethics and Conduct available at: https://www.zenvia.com/en/ethics-and-conduct/
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/terms-of-use/.
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/terms-of-use/ (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/terms-of-use/ (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.
These Terms of Service were last updated at March 11, 2024.