Volt Merchant Services Agreement — Brazil

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General Terms
Definitions
Services Terms

This Volt BR Services Agreement includes the Order Form, these General Terms, schedules and any documents and terms incorporated herein (“Agreement”).  

This Agreement is formed between Volt Instituição de Pagamento Ltda. (a limited liability company duly incorporated under the laws of the Federal Republic of Brazil, headquartered in the City of São Paulo, State of São Paulo, at Avenida Presidente Juscelino Kubitschek, 2041, Torre D, 16o floor, Sl 108, Vila Olímpia, CEP 04543-011, enrolled with the CNPJ/ME under the No. 40.891.248/0001-04) (“Volt”) and the entity which has signed the Order Form in order to receive the Services (“you”, “your”). 

Volt is a non-regulated entity domiciled in the Federal Republic of Brazil (“Brazil”), which provides domestic and international collection services (eFX), and remittances abroad through partnerships with authorized entities to perform currency exchange transactions in Brazil (“Authorized Agent”).

The services to be provided by Volt include the collection and transfer of domestic payment services (“Domestic Payment Services”) and cross-border payment services (“Cross-Border Payment Services”), by which it allows you, as a merchant domiciled in Brazil, to accept payments (i) from end-users resident in Brazil (“Brazilian End Users”), in relation to domestic services, by collecting funds paid by PIX; and (ii) from foreign end-users (“Foreign End Users”, and together with Brazilian End Users, the “Authorised Users”, as defined in Schedule 1), in relation to cross-border services, by remitting funds from abroad to Brazil (or vice-versa); due to online purchase of goods and services (together the “Services”). 

Volt’s provision of the Services is supported by the Volt Solution (as defined later) which it makes available by way of remote internet access to you for integration in your website so you may allow your authorised End Users to access and use the Services. 

This Agreement governs Volt’s provision to you of access to and use of the Volt Solution and the Services as detailed in the Order Form. 

This Agreement is effective upon the date on which you have (i) signed the Order Form; and (ii) Volt notifies you that you have successfully passed the KYC Checks (the “Effective Date”) and continues until you or Volt terminates it (this period, the “Term”).

General terms

  1. DEFINITIONS AND INTERPRETATION
    1. In this Agreement, unless otherwise stated, capitalised terms will have the meaning set out in Schedule 1 (Definitions). The rules of interpretation are also set out in Schedule 1 (Definitions).
    2. If and to the extent of any conflict or inconsistency between the terms of this Agreement, the order of priority for the purposes of construction is, in descending order:
      1. Order Form;
      2. Agreement; 
      3. Schedules;
      4. Other documents incorporated by reference.
    3. This Agreement will not prevent Volt from entering into similar agreements with third parties, or from independently developing, using, selling, or licensing documentation, products and/or services which are similar to those provided under this Agreement.
  2. CAPACITY TO CONTRACT
    1. You may only use the Services if you are located in Brazil. Volt’s Affiliates may provide Services to you or your Affiliates in other countries or regions under separate agreements.
    2. Each Party represents, warrants and undertakes that it has the requisite power, right and authority to enter into and perform its obligations under this Agreement, and this Agreement, when executed, will constitute valid, lawful and binding obligations on it, enforceable in accordance with its terms.
  3. REGULATORY COMPLIANCE
    1. You agree that you will not use Volt and/or your own Merchant Website in any way which could be expected to violate anti-money laundering, sanctions or other relevant related regulations in Brazil or any other applicable jurisdiction (“AML Laws”). Ifyou receive any funds from your Authorised Users and/or third parties which you know or suspect to contravene applicable AML Laws, you must immediately block any transaction with such funds and assets and notify Volt by e-mail at compliance@volt.io , including in the notification all relevant details.
    2. You acknowledge that Volt will not make the Services available to you and your End Users until you have passed Volt’s know-your-client checks (“KYC Checks”). Volt’s continued provision of the Services is subject to (i) ongoing successful Integration (as confirmed by Volt); and (ii) compliance with all KYC Checks and Documentation requirements.
    3. You acknowledge and agree that failure to comply with AML Laws and KYC Checks will exempt Volt to make any domestic payments and/or remittances to you, even if you have provided the services or delivered the goods to the End User. In such situations any amounts received by Volt from End Users will be returned or made available to such End Users. 
    4. You warrant and represent that the information provided to Volt for purposes of Volt’s compliance with applicable AML Laws is complete and accurate at the date it is provided. You shall promptly update Volt of any changes to such information.
    5. You will provide Volt and any Regulatory Body with such additional information as to your identity, management structure, beneficial ownership and business nature as Volt may request for the purposes of compliance with all applicable AML Laws. In addition, you agree to inform and collect authorization from Authorised Users to the sharing of personal data and AML/KYC results and documents with Volt exclusively to fulfil with AML Laws and KYC regulations in Brazil or any other applicable jurisdiction.
  4. IMPLEMENTATION OF THE VOLT SOLUTION
    1. This clause applies where you are integrating with Volt directly:
      1. On the Effective Date, Volt will provide you with access to relevant elements of the Volt Solution (and, in particular, the Volt API) and Documentation to enable you to implement the same into your Merchant Website as are required for you to take the benefit of the Services it has requested.
      2. Implementation of the Volt Solution has been designed to be a straightforward operation within the competency of your information technology support teams. Nevertheless, Volt will provide such reasonable support and assistance to support you in its implementation of the relevant elements of the Volt Solution.
      3. You will notify Volt when you consider you have successfully implemented the relevant elements of the Volt Solution. Volt will then promptly test the implementation to assure itself that implementation has been successfully carried out. Volt will notify you of the results of its test. In the event implementation has not been carried out adequately, Volt will detail the deficiencies to you and will provide reasonable support and assistance to help you resolve the same. When Volt is satisfied the implementation is satisfactory it will confirm that implementation has been successful in writing to you and at that point the Services will commence.
    2. This clause 4.2 applies where you are integrating Volt via a partner as identified in the Order Form (the “Partner”): in order to use the Volt Solution via the the Partner you will need to successfully implement the Partner Solution into the Merchant Website.
    3. You accept that the operation of the Volt Solution and the performance of the Services are dependent upon you having a system and technical environment that at least satisfies the minimum system requirements set out in the Documentation (the “Minimum System Requirements”). 
    4. In the event your system and technical environment does not at least comply with the Minimum System Requirements, Volt will not be liable for any deficiency in the performance or non-performance of the Volt Solution and/or the Services.
    5. For the avoidance of doubt, the implementation process referred to in this clause 4 shall herein be referred to as the “Integration” for the purposes of this Agreement. 
  5. THE VOLT SOLUTION
    1. Following successful Integration as confirmed by Volt in accordance with clause 4.1.3, Volt will use reasonable endeavours to make the Volt Solution available to you in accordance with the terms and conditions of this Agreement.
    2. Subject to you complying with the terms and conditions of this Agreement, Volt grants you a non-exclusive, non-transferable right to permit you and your Authorised Users to access and use the Volt Solution and Documentation during the Term solely for your legitimate business purposes.
    3. Volt may suspend the provision of the Volt Solution by giving you no less than 10 (ten) Working Days’ notice, in circumstances where it is necessary for Volt to update or maintain Volt’s system and/or the Volt Solution. Volt may also suspend the provision of the Volt Solution for unscheduled maintenance provided it does so outside Business Hours and provided Volt has used reasonable endeavours to give you at least 48 hours’ prior notice. You accept that Volt may in emergency circumstances be unable to provide advanced notice. In those circumstances, Volt will notify you as soon as it is practically able to do so. Volt will, in its notice, inform you of the timing, the duration and the reasons for the proposed suspension.
    4. Volt may suspend your right to access and use the Volt Solution immediately upon notice to you if Volt determines:
      1. that your (or an Authorised User’s) use of or access to the Volt Solution (i) poses a security risk to Volt, the Volt Solution or any third party; (ii) may adversely impact availability or performance of the Volt Solution or Volt’s system; (iii) may subject Volt to liability; (iv) may be fraudulent; or (v) may cause a breach of Applicable Law;
      2. that you, or any Authorised User, is in breach of this Agreement.
    5. Volt will reinstate the suspended access once it has established the cause of the suspension under clause 5.4 has been remedied or ceased to exist. Where the cause of the suspension persists for more than thirty (30) days, Volt may terminate this Agreement on notice.
  6. VARIATION OF THE VOLT SOLUTION
    1. During the Term and on the provision of thirty (30) days’ notice, Volt will be entitled to change the Volt Solution to improve the functionalities of the Volt Solution; to fix defects, bugs, malfunctioning or errors; and/or to cure security vulnerabilities and assure compliance with Applicable Law.
    2. In the event of a change to the Volt Solution you will upgrade your Merchant Website and system to implement the change to the Volt Solution. Volt will not be liable for any deficiency in the performance or non-performance of the Volt Solution and/or the Services until you carry out such upgrade.
  7. PROVISION OF SERVICES
    1. Following satisfactory Integration of the Volt Solution, Volt will provide the Services commissioned by you (as identified in the Order Form) using its reasonable endeavours to comply in all material respects with the provisions set out in the services description in the relevant Services schedule to this Agreement and with due skill, care and diligence in accordance with good industry practice and in compliance with all Applicable Laws.
    2. Volt confirms that its personnel assigned to the Services will possess such qualifications, skill and experience necessary for the proper performance of the Services and its other obligations under this Agreement.
  8. VOLT’S OBLIGATIONS
    1. Volt undertakes that:
      1. it is able to perform the Services, and does not have any agreement with anyone else that restricts its ability to perform such Services;
      2. the Volt Solution will perform materially in accordance with the Documentation;
      3. to the best of its knowledge at the Effective Date, the Services and your normal use of the Volt Solution in accordance with this Agreement, will not infringe the Intellectual Property Rights of any third party; and
      4. in the event that any aspect of the Services is dependent upon licences from a third Party, Volt will obtain all necessary rights, permissions and approvals and pay any and all royalties, fees or other compensation in connection with your use thereof, as applicable.
    2. To the extent permitted by law, the undertakings at clause 8.1 will not apply to the extent any non-conformance is caused by use of the Services or Volt Solution contrary to Volt ’s instructions, or any modification or alteration of the Services or Volt Solution by any party other than Volt. Volt is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Services, Volt Solution and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
    3. Without prejudice to clause 8.2, if the Services and/or the Volt Solution do not materially conform with the undertakings at clause 8.1, Volt will:
      1. investigate to seek to establish the cause of the non-conformance;
      2. determine whether a suitable workaround is available to provide you with an alternative means of accomplishing the affected performance and implement the same;
      3. discuss the outcome of its investigation in clause 8.3.1 with you and propose a set of remediation steps Volt considers appropriate promptly to remedy the identified cause of non-conformance; and
      4. use reasonable commercial endeavours to implement the remediation steps at its expense to correct any such non-conformance promptly.
    4. To the extent permitted by law, Volt’s compliance with clause 8.3 will constitute your sole and exclusive remedy for any failure to comply with clause 7.1 and/or for any breach of the undertaking set out in clause 8.1. However, in the event Volt fails to implement the remediation steps as set out in clause 8.3 such failure will constitute a material breach of this Agreement.
    5. Volt does not warrant that your use of the Services or Volt Solution will be uninterrupted or error-free, or that the Services, Volt Solution, Documentation and/or the information obtained by you through the Services will meet your requirements.
    6. To the extent permitted by law, Volt disclaims all other conditions, representations, warranties or other terms which might have effect between the Parties with respect to the Services, the Volt Solution or Documentation, or be implied or incorporated into this Agreement, whether by statute, common law or otherwise.
    7. Notwithstanding any obligations set forth in this Agreement, Volt is obliged to:
      1. hold and maintain a bank account with a Brazilian financial institution or payment institution in order to receive the amounts payable by or to you, as the case may be, pursuant to this Agreement and make the necessary transfers, pursuant to this Agreement (“Volt Account”);
      2. execute the collecting and transfer orders given by you;
      3. execute the Services always in accordance with your instructions as long as they are in compliance with the applicable rules;
      4. in the case of the collecting activities, to act on behalf of third parties to the extent of its powers; and
      5. to comply with all the applicable laws and regulations, including, without limitation, Brazilian Central Bank Resolution No. 277 dated December 31, 2022, as amended or replaced from time to time, and any other applicable rules enacted by the Brazilian Central Bank.
  9. ACCEPTABLE USE
    1. You will not, except as may be allowed by any Applicable Law which is incapable of exclusion by agreement between the Parties:
      1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, distribute, reverse compile, disassemble, reverse engineer all or any portion of the Services, the Volt Solution and/or the Documentation (as applicable) in any form or media or by any means;
      2. do or permit to be done anything which may adversely materially affect the reputation, goodwill or image of Volt;
      3. access or attempt to access any part or parts of the Volt Solution to which it has not been granted access to by Volt as evidenced in the Order Form;
      4. access all or any part of the Services, the Volt Solution and the Documentation in order to build a product or provide a service which competes with the Services and/or, the Volt Solution;
      5. undertake any security testing of the Volt Solution without the prior written consent of Volt;
      6. attempt to obtain, or assist third parties in obtaining, access to the Services, the Volt Solution and/or Documentation, other than as provided under this Agreement; or
      7. introduce any Virus into the Volt Solution or Volt’s system (and will adopt and maintain cyber security measures, procedures and protections at least to a good industry standard).
    2. For the purposes of this Agreement any breach of clause 9.1 will be a material breach of this Agreement.
  10. AUTHORISED USERS
    1. You will:
      1. ensure each Authorised User is a single individual;
      2. ensure that each Authorised User keeps any password(s) for the Volt Solution and Documentation secure and confidential; that such password(s) are changed no less frequently than once every ninety (90) days; and that Authorised Users do not share their password(s) with any other entity;
      3. disable Authorised Users passwords promptly when appropriate to do so, or notify Volt so that Volt may disable such user access;
      4. ensure that the Authorised Users use the Volt Solution and Documentation in accordance with the terms and conditions of this Agreement; and
      5. use its best endeavours to prevent any unauthorised access to, or use of, the Volt Solution and will notify Volt promptly if it becomes aware of any such unauthorised access or use.
  11. YOUR RESPONSIBILITIES
    1. You will provide Volt with reasonable:
      1. co-operation in relation to the performance of this Agreement; and
      2. access to such information as may be required by Volt in order to provide the Services, including to Merchant Data, security access information and configuration services.
    2. You will: 
      1. at all times comply with all Applicable Laws with respect to its activities under this Agreement;
      2. carry out its responsibilities set out in this Agreement in a timely and efficient manner;
      3. obtain and maintain all necessary licences, consents, and permissions necessary for Volt, its contractors and agents to perform their obligations under this Agreement, including without limitation the Services;
      4. undertake appropriate back-ups to its data so as to be able to restore such data and media in the event of data loss or corruption from any cause;
      5. ensure End Users are aware that the Services are entirely independent of any contract between you and such End User;
      6. procure and maintain all network connections and telecommunications links to Volt’s data centres; and
      7. notify Volt promptly if you become aware of any Security Incident.
    3. Notwithstanding any obligations set forth in this Agreement, you are obliged to:
      1. provide Volt with all instructions necessary to act as a collection agent under the terms of this Agreement; and
      2. pay the Charges to Volt, pursuant to this Agreement.
    4. In case the Services involve payment for games and bets, you must ensure that the Services are used exclusively in connection with games and bets that are authorized under Brazilian law.You are and will be fully and solely responsible for complying with the legal and regulatory obligations applicable to it, and shall obtain and maintain all the consents, authorizations, licenses, permits and registrations required to operate its business.
    5. Should you fail to comply with its obligations under this Agreement, without prejudice to any other right or remedy it may have, Volt will be relieved from the requirement to fulfil its obligations under this Agreement, will be granted an adjustment to any agreed timetable or delivery schedule as necessary and will be entitled to invoice you for any associated additional costs.
  12. CHARGES
    1. You shall pay the Charges due to Volt as set out in the Order Form.
    2. Volt will be entitled to alter the Charges by the greater of 5% or the increase in the Consumer Prices Index in the preceding 12 months once annually on providing you with sixty (60) days’ written notice. In addition, where a change to Applicable Law results in Volt incurring additional costs to achieve compliance in relation to Volt’s obligations under this Agreement, Volt reserves the right to amend the Charges commensurately to reflect such additional or increased costs on no less than thirty (30) days’ prior written notice.
    3. On or before the 10th day of each calendar month, Volt will invoice you for the Charges in electronic form by email together with information relevant to the calculation of the Charges in respect of the previous calendar month.
    4. You will make payment in full in cleared funds (in the currency specified in the invoice) within 30 days of receipt of the invoice to a bank account nominated in writing by Volt from time to time.
    5. All Charges are exclusive of VAT, if any, which where applicable will be charged in accordance with the relevant regulations in force and will be paid by you against receipt from Volt of a valid VAT invoice in respect time of making the relevant taxable supply thereof. If you are required to deduct or withhold any taxes from such payments, you shall pay Volt such additional amount as will, after such deduction or withholding has been made, leave Volt with the same amount as it would have been entitled to receive had no such deductions and withholding been made.
    6. All Charges payable to Volt under this Agreement will be paid in full without any set-off, counterclaim, exception, deduction or withholding (other than any deduction or withholding of tax as required by regulations). The Charges are non-refundable.
    7. If you fail to make payment in accordance with this clause 13 then Volt will be entitled to charge interest at a rate of 6% per year above the base rate of the Central Bank of Brazil until payment compounded on a monthly basis.
  13. INTELLECTUAL PROPERTY
    1. All Intellectual Property Rights belonging to a Party prior to the execution of the Agreement or created by a Party independently of the Agreement will remain vested in that Party. In the event that any Intellectual Property Rights arise out of the joint efforts of the Parties, those rights will vest in Volt unless otherwise agreed in writing. 
    2. Volt owns all Intellectual Property Rights in the Volt Solution and the Documentation, together with the Intellectual Property Rights in any improvement, enhancements, adaptation or development (“Improvement”) of the same (irrespective of who makes such Improvement), are either owned by or licensed to Volt.  Should you make an Improvement you will transfer all relevant Intellectual Property Rights to Volt and will sign or procure the signature of any documentation needed to effect such a transfer. Nothing in this Agreement indicates the assignment of Intellectual Property Rights or other exclusive rights to you, including trademarks, trade names, or logos of any kind, patents, designs, trademarks, copyrights, or rights to confidential information or business secrets related to Volt’s platform or third parties who have allowed its use, which are the exclusive property of Volt or the respective third parties. 
    3. Volt hereby grants you a non-exclusive, worldwide, royalty free, non-transferable and non-sub-licensable licence to use the Volt Solution and the Documentation for the Term of this Agreement.
    4. You agree not to display, use, copy, or modify Volt’s Intellectual Property in any manner. If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Services in breach of this Agreement, your right to use the Services will terminate immediately and you must, at our option, either return or destroy any copies of Volt’s Intellectual Property you have made.  No right, title or interest in or to the Services is or shall be transferred to you, and all rights not expressly granted herein are reserved by Volt.  Any use of the Services not expressly permitted by this Agreement shall be deemed a material breach of this Agreement and may violate copyright, trademark and/or other laws.
    5. You further agree not to: (i) use any robot, spider, scraper or other automated device to access the Service; (ii) remove or alter any author, trademark or other proprietary notice or legend displayed on this website (or printed pages thereof); or (iii) infringe Volt’s or any third party’s copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy. 
    6. If Volt is requested by you to install Third Party Content on its system, you warrant and represent you hold all such consent and license necessary to permit such installation and it holds Volt harmless from any loss, cost or damage howsoever incurred from the breach of such warranty and representation. 
    7. You grant Volt a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual licence to use or incorporate into the Volt Solution any enhancement requests or feedback provided by you.
  14. VOLT BRANDING
    1. Unless agreed otherwise in the Order Form, you shall include the Volt Branding on your Merchant Website as set out in the Brand and Style Guidelines.
    2. Subject to your compliance with clauses 14.3 to 14.8 inclusive, Volt hereby grants to you a non-exclusive, non-transferable, non-sublicensable, revocable license to use the Volt Branding during the term of this Agreement, to:
      1. include the Volt Branding on your Merchant Website to advertise to End Users the option to pay for Merchant Products and Services using the Services provided to you as established in this Agreement and the Order Form;
      2. to generally market the Services as part of the payment methods that you offer to your customers; and
      3. at all times in compliance with the Brand and Style Guidelines and any other specifications, standards and directions relating to the Volt Branding as notified in writing by Volt from time to time.
    3. You shall ensure that its use of the Volt Branding shall in no way reduce or diminish the reputation, image and prestige of the Volt Branding. You shall not do, or omit to do, or permit to be done, any act that will or may weaken, damage or be detrimental to the Volt Branding or the reputation or goodwill associated with the Volt Branding, Volt or any Volt Affiliates, or that may invalidate or jeopardise any registration of the Volt Branding.
    4. You shall not use in its business any other trademark confusingly similar to the Volt Branding and shall not use the Volt Branding or any word confusingly similar to the Volt Branding as, or as part of it, its corporate or trading name, or as part of any domain name.
    5. You shall not apply for, or obtain, registration of:
      1. the Volt Branding for any goods or services in any country; and/or
      2. any trade or service mark in any country which consists of, or comprises, or is confusingly similar to the Volt Branding.
    6. You shall immediately notify Volt in writing giving full particulars, if any of the following matters come to its attention:
      1. any actual, suspected or threatened infringement of Intellectual Property Rights in the Volt Branding;
      2. any actual or threatened claim that Intellectual Property Rights in the Volt Branding are invalid;
      3. any actual or threatened opposition to Intellectual Property Rights in the Volt Branding; and/or
      4. any other form of attack, charge or claim to which the Intellectual Property Rights in the Volt Branding may be subject, and shall not make any admissions relating to these matters, other than to Volt,
      5. and shall provide Volt with all assistance that it may reasonably require in the conduct of any claims or proceedings.
    7. Volt makes no representation or warranty as to the validity or enforceability of the Intellectual Property Rights in the Volt Branding nor as to whether the same infringe on any Intellectual Property Rights of third parties.
    8. Volt may at any time and for any reason, require you to change any use of the Volt Branding (and/or remove/replace any Volt Branding), in which case you shall promptly do so.
  15. CONFIDENTIALITY OBLIGATIONS
    1. The Parties expect that Confidential Information of each Party may be disclosed to, learnt, developed or otherwise acquired by the other.
    2. The Receiving Party will treat and keep all Confidential Information of the Disclosing Party as secret and confidential and will not, without the Disclosing Party’s written consent, directly or indirectly communicate or disclose (whether in writing or orally or in any other manner) Confidential Information to any other person other than in accordance with the terms of this Agreement.
    3. Clause 15.2 will not apply to the extent that the Receiving Party needs to disclose the Confidential Information of the Disclosing Party to any of its Group, or any Subcontractor in order to fulfil its obligations, exercise its rights under this Agreement or to receive the benefit of the Services, provided always that the Receiving Party will ensure that every person to whom disclosure is made pursuant to this clause 15 uses such Confidential Information solely for such purposes, and complies with this clause 15 to the same extent as if it were a Party to this Agreement.
    4. Clause 15.2 will not apply to any Confidential Information to the extent that:
      1. such Confidential Information is in the public domain at the Effective Date, or at a later date comes into the public domain, where such Confidential Information has come into the public domain other than as a result of breach of this Agreement;
      2. the Receiving Party can show that such Confidential Information was known to it before receipt pursuant to this Agreement, and had not previously been obtained or otherwise learnt under an obligation of confidence;
      3. the Receiving Party obtains or has available to it, such Confidential Information from a source other than the Disclosing Party without breaching any obligation of confidence;
      4. such Confidential Information is required by Applicable Law, or any competent regulatory authority or recognised stock exchange to be disclosed by the Receiving Party provided that the Receiving Party will, where not prohibited, give to the Disclosing Party prompt notice of such request and the opportunity to oppose such disclosure or obtain a protective order at its request;
      5. the Receiving Party can show such Confidential Information was independently developed or created by or on behalf of itself or any member of its Group otherwise than in connection with this Agreement, without the aid of any personnel who have or have had access to the Disclosing Party’s Confidential Information; or
      6. Information which the Disclosing Party confirms in writing is not required to be treated as Confidential Information.
    5. Each Party as a Receiving Party agrees to implement and maintain reasonable security measures to safeguard the Disclosing Party’s Confidential Information from unauthorised access, use or disclosure and to ensure proper and secure storage of all Confidential Information and any copies thereof. Such measures will be at least the same standard, whichever is the higher, as:
      1. the Receiving Party keeps its own Confidential Information; or
      2. the standard reasonably accepted as in line with the practices practiced in the same market.
    6. The Receiving Party will not make any copies or reproduce in any form any Confidential Information except for the purpose of disclosure as permitted in accordance with this Agreement.
    7. Upon the termination or expiration of this Agreement or otherwise at the request of the Disclosing Party, the Receiving Party will promptly return to the Disclosing Party all documents or materials in its control, custody or possession which contain, reflect, incorporate or are based on the Disclosing Party’s Confidential Information and not retain any copies, extracts or other reproductions thereof or will at the request of the Disclosing Party destroy all of the Disclosing Party’s Confidential Information (erasing all Confidential Information from its computer systems or which is stored electronically) and certify in writing to the Disclosing Party that it has complied with the requirements of this clause.
    8. The obligations laid down in this clause 15 will remain the responsibility of each of the Parties, even after the termination or expiration of the Agreement on any ground, for the period of 5 (five) years from the said termination or expiration. With reference to any Confidential Information expressly identified as a trade secret, as defined by at subsection 1 of Article 2 of the European Directive 943/2016, confidentiality obligations will extend indefinitely until a time when such information ceases to be a trade secret.
    9. Notwithstanding the provisions of this clause 15, you agree that Volt shall be entitled to include your name and standard logo (as published by you) in Volt’s list of customers on its website and in its promotional materials. Volt shall be entitled to use such list and promotional materials freely in its commercial efforts. Any other use of your name, logo or information shall only occur with your prior written approval.
  16. DATA PROTECTION
    1. In this clause 16, the terms “controller”, “data subject”, “personal data” and “processing” shall have the meaning given in the Brazilian General Data Protection Law, Law Nº 13,709/2018 – the “LGPD”..
    2. The Parties acknowledge and agree that, except as set out at clause 16.11, each is a separate data controller in respect of personal data which is shared and processed by the Parties pursuant to this Agreement relating to each Party’s personnel and Authorised Users. Whenever Volt is the data controller of personal data, Volt shall process personal data in accordance with the Privacy Notice available at https://www.volt.io/legal/privacy/. 
    3. Each Party shall, and shall procure that its personnel and agents to comply with:
      1. LGPD and other applicable Brazilian data protection legislation when it processes personal data in connection with this Agreement; and 
      2. good industry practice relating to data protection, and implementation and maintenance of information security policies, processes and back-up systems.  
    4. Without limitation to clause 16.3 the Parties agree to: 
      1. only process personal data for the purposes agreed between the Parties, namely the fulfilment of each Party’s obligations under this Agreement and the provision of the Services to Authorised Users;
      2. ensure that all data subjects have transparency, in a manner that complies with LGPD, about the nature of the data being shared, the type of recipient that will be receiving the personal data and the nature of the activities that will be carried out by the respective parties;
      3. ensure that the personal data they share is accurate and, where necessary, kept up to date; 
      4. respond to requests or notices from data subjects as required as a data controller and, where a request or notice received by a Party relates to the other Party’s processing, notify the data subject that the other Party is a separate data controller and that the data subject should contact the other Party separately if he or she wishes to send a notice or make a request to that Party;
      5. notify the receiving Party immediately where it receives a request from a data subject that might reasonably be expected to affect the receiving Party’s data processing; 
      6. notify the receiving Party immediately (in writing with full details) if it suspects or becomes aware of any breach of security of personal data, or loss or corruption or deletion of, or damage to personal data which has been shared with the receiving Party where this has the potential to cause business disruption or reputational damage to the receiving Party; and
      7. ensure that personal data will not be kept for longer than necessary and will be deleted in an appropriate manner when no longer required.
    5. You shall always have sole responsibility for the legality, reliability, integrity, accuracy and quality of you Data provided to Volt by or on behalf of you.
    6. You confirm you have and will maintain all rights and consents necessary to provide Merchant Data to Volt for the purposes set out in this Agreement. 
    7. Volt shall not acquire any right, title or interest in or to you Data and you shall not acquire any right, title or interest in or to the Aggregated Data. 
    8. You hereby grant Volt a limited, non-exclusive, royalty-free, non-transferable licence together with the right to grant sub-licenses to its sub-contractors, to collect, store, aggregate, analyse or otherwise process and use you Data to facilitate Volt to:
      1. perform its obligations under this Agreement and to create Aggregated Data; 
      2. address security and operational issues concerning the Volt Solution; and 
      3. improve and develop existing services, technologies, products and/or software and developing new services, technologies, products and/or software, provided that any personal data needed for the above purposes is anonymised or pseudonymised.
    9. You agree that Volt may use Aggregated Data for its internal purposes and share such Aggregated Data with third parties, as long as doing so does not disclose or otherwise identify you or any Authorised User.
    10. You warrant and represent that Volt’s and its sub-contractors’ use of the Data provided by you to Volt in accordance with the rights granted under this Agreement will not:
      1. infringe the rights of any third Party; 
      2. breach any laws or regulations; 
      3. give rise to any cause of action against Volt or its sub-contractors, in each case in any jurisdiction and under any applicable law.

        Data Processor Obligations

    11. In certain circumstances, Volt may act as a data processor on behalf of you in relation to certain activities (“Processing Activities”) where it procures or provides data processing services on behalf of you as set out at clause 16.2 (the “Processing Services”). Whenever Volt acts as data processor, Volt will act accordingly to its Privacy Policy.
    12. Where you appoint Volt as its data processor for the purposes of providing the Processor Services as indicated in clause 16.2, it authorises Volt to sub-contract such processing to third parties provided that such sub-contracting complies with clauses 16.11 to 16.13 of this Agreement.
    13. Where Volt acts as a data processor, it undertakes to you that it shall comply with this Agreement, and that it shall only process personal data shared as part of a Processing Activity as a data processor. In particular, Volt shall:
      1. process the personal data only in accordance with written instruction from you (as set out in this Agreement or as otherwise agreed between the Parties) and not for Volt’s own purposes, unless the Parties agree that Volt acts as a data controller for certain data processing (in which case, clauses 16.1 to 16.4 inclusive shall apply to those activities);
      2. taking into account the nature of the processing, assist you by appropriate technical and organisational measures and in so far as it is possible, in fulfilling your obligations to respond to requests from data subjects exercising their rights;
      3. taking into account the nature of the processing and the information available to Volt, assist you in ensuring compliance with the obligations pursuant to LGPD;
      4. implement and maintain appropriate technical and organisational measures to protect the personal data against unauthorised or unlawful processing and against accidental loss, destruction, damage, theft, alteration or disclosure. These measures shall be appropriate to the harm which might result from any unauthorised or unlawful processing, accidental loss, destruction, damage or theft of the personal data and having regard to the nature of the personal data which is to be protected and the nature of the processing;
      5. ensure that personnel required to access the personal data have committed to keep personal data confidential and comply with the obligations set out in this clause 16 or are under an appropriate statutory obligation of confidentiality;
      6. at the end of the Processor Services, upon your request, securely delete or return personal data to you and delete existing copies (unless Volt is obligated by Law or by this Agreement to keep such personal data); and
      7. allow you and its respective auditors or authorised agents to conduct audits or inspections during the term of the Agreement which will include providing reasonable access to the premises, resources, and personnel, Volt or Volt’s sub-contractors used in connection with the provision of the Processor Services, and provide all reasonable assistance in order to assist you in exercising its audit rights under this clause 16.9.8. The purposes of an audit pursuant to this clause 16.9.8 include verifying that Volt and its sub-contractors are processing personal data in accordance with the obligations under this Agreement and applicable Data Protection Legislation. The scope, timing and cost of any audit to be carried out under this clause shall be agreed in writing by the Parties in advance.
    14. If Volt becomes aware of any accidental, unauthorised or unlawful destruction, loss, alteration, or disclosure of, or access to the personal data that Volt processes in the course of providing the Processor Services, it shall notify Volt as soon as possible.
    15. Volt must not give access to or transfer any personal data to any third party (including any affiliates, group companies or sub-contractors) without your prior authorization. You authorize Volt appointing sub-contractors as necessary to perform the Processor Services and as listed in the table at clause 16.2 subject to clauses Erro! Fonte de referência não encontrada., 16.12, 16.13 and 16.14 below.
    16.   Where you do authorize Volt engaging a sub-contractor to carry out any part of the Processor Services, Volt must ensure the reliability and competence of the third party, its employees and agents who may have access to the personal data and must include in any contract with the third party provisions which are the same or substantially similar to those in this clause 16 and as are required by applicable LGPD. 
    17.   If it is necessary, solely for the execution of the Agreement, for Volt to carry out an international personal data transfer to a destination country that does not have an adequate level of personal data protection as determined by the Brazilian National Data Protection Authority, Volt shall ensure that the international transfer is carried out in accordance with one of the mechanisms provided by the LGPD and other data protection laws and regulations. 
    18. Volt shall not perform its obligations under this clause 16 in such a way as to cause you to breach any of its obligations under LGPD and other applicable data protection laws.
  17. INDEMNITIES
    1. You indemnify and hold Volt, its Affiliates and sub-contractors harmless against any and all damages, claims, actions, proceedings, losses and reasonable costs (including legal fees) and expenses arising from any third party claims or actions arising out of or in connection with: 
      1. you or your Authorised Users’ use (or misuse) of the Volt Solution or the Services in breach of this Agreement;
      2. breaches of this Agreement and of any Applicable Law by you; and/or
      3. Merchant Products and Services. 
    2. You shall give Volt prompt notice of any contact from regulatory or law enforcement authorities which may invoke the provisions of clause 17.1.
    3. Subject to the provisions of this clause 17.3, clause 17.4 and clause 17.5, Volt shall indemnify you and hold you harmless in respect of all damages and reasonable costs (including court costs and legal fees) awarded by a court of competent jurisdiction arising directly from any claim that your use of the Services or access to the Volt Solution and/or Documentation infringes a third party’s intellectual property rights (an “IPR Claim”) provided that:  
      1. you shall give Volt prompt notice of any actual or threatened IPR Claim; 
      2. you shall not admit any liability or agree to any settlement or compromise of an IPR Claim without the prior written consent of Volt;   
      3. Volt shall be entitled at any time to assume exclusive conduct of the IPR Claim (which shall include, but not be limited to, the exclusive right to conduct any proceedings or action, negotiate the settlement of the IPR Claim and to conduct all discussions and dispute resolution efforts in connection with the IPR Claim); 
      4. you shall, at Volt’s request, cost and expense, give Volt all reasonable assistance in connection with the conduct of the IPR Claim (including taking such steps as is necessary to enable Volt to assume conduct of the IPR Claim pursuant to clause 17.3.3); and
      5. you take all reasonable steps to mitigate any liabilities which are the subject of the indemnity in this clause 17.3.
    4. If any IPR Claim is made, or in Volt’s reasonable opinion is likely to be made, against you, Volt may at its option and expense: 
      1. obtain for you the right to continue using the Volt Solution in the manner permitted under this Agreement; or
      2. modify or replace the infringing part of the Volt Solution so as to avoid the infringement or alleged infringement, but in such a way that does not materially adversely affect the functionality of the Volt Solution; or
      3. terminate this Agreement immediately by providing written notice to you.
    5. Under no circumstances shall Volt be liable to you under clause 17.3 or 17.4 (or otherwise) to the extent that the infringement (whether actual or threatened) is based on: (a) any changes, modifications, updates or enhancements made to the Volt Solution other than by Volt; (b) any use of the Volt Solution by you in a manner contrary to Volt’s instructions and/or in breach of this Agreement; or (c) your use of the Volt Solution after notice or becoming aware of the actual or threatened IPR Claim.
  18. LIMITATION OF LIABILITY
    1. Nothing in this Agreement shall limit or exclude either Party’s liability to the other for:
      1. any liability arising under any indemnity provided under this Agreement; 
      2. death or personal injury caused by negligence; 
      3. fraud or fraudulent misrepresentation by it or its employees; or
      4. any other liability that cannot be excluded or limited by Applicable Law.
    2. Subject to clause 18.1 neither Party shall be liable to the other whether in tort (including for negligence), breach of statutory duty, contract, misrepresentation (whether innocent or negligent), restitution or otherwise, even if such Party has been advised of the possibility thereof, for:
      1. any loss of profits, loss of business, loss of savings, depletion of goodwill and/or similar losses, or pure economic loss or any loss of corruption of data or information (regardless of whether these types of loss or damage are direct, indirect or consequential); or 
      2. any special, indirect, exemplary, punitive, incidental or consequential loss or damage whatsoever.
    3. Provided that Volt has performed its obligations under this Agreement, Volt shall have no liability to you if you fail to receive any amount into your Merchant Account.
    4. Subject to clauses 18.1 and 18.2 and 18.3 the maximum aggregate liability of each Party to the other under or in connection with this Agreement, including liability for breach of contract, misrepresentation (whether tortious or statutory), tort (including negligence), breach of statutory duty or otherwise, shall not exceed: 
      1. in relation to any event or series of events giving rise to a claim during a Contract Year, an amount equal to the total amount of Charges received by Volt under this Agreement from you in the relevant Contract Year (to be ascertained at the end of the relevant Contract Year); and 
      2. in relation to all events or series of events giving rise to a claim which occur after the end of the Term, an amount equal to the total Charges received by Volt from you under this Agreement in the last complete Contract Year prior to the termination of this Agreement. 
    5. For the purposes of this clause 18a “Contract Year” means any twelve (12) month period commencing on the Effective Date and any anniversary of that date, and a claim will fall within a particular Contract Year where the event which is the basis of the claim or the first event in a series of events forming the basis of the claim occurred during that Contract Year.
  19. TERM AND TERMINATION
    1. This Agreement will commence on the Effective Date and will continue in force unless terminated in accordance with this clause 19 for an initial term of two (2) years (“Initial Term“) at the end of which the Agreement will automatically renew for a further twelve months unless either Party has served prior written notice of termination of at least sixty (60) days at the end of the extension term and subsequent extension terms the same renewal process will occur.  
    2. Without prejudice to any other rights pursuant to the law and this Agreement, if either Party is in material breach of any term of this Agreement, the other Party will have the right to terminate the Agreement with immediate effect, at its discretion, if such breach is irremediable or (if such breach is remediable) if the other Party  fails to remedy such breach within fourteen (14) days of written notice via registered mail of any such breach. 
    3. Either Party may by written notice to the other Party immediately terminate this Agreement where the other Party is subject to an Insolvency Event.
    4. Volt may terminate this Agreement immediately on written notice where if it is necessary to do so to comply with an instruction of a competent regulator.
    5. Volt may terminate this Agreement and/or suspend your access to and use of the Volt Solution, Volt API and Volt Branding immediately if:
      1. you fail to pay any amount due under this Agreement on the due date for payment and remains in default not less than fourteen (14) days after being notified in writing to make such payment;
      2. Volt is instructed to terminate this Agreement by a Regulatory Body (or any other person appointed by them) including if the Regulatory Body (or any other person appointed by them) is no longer in a position to effectively supervise Volt; 
      3. Volt reasonably believes (in its sole discretion) that by continuing to provide the services under this Agreement Volt would be in breach of AML Laws or you have failed to provide any information requested by Volt under clause 3.3 within thirty (30) days of the date of request; 
      4. there has been a material increase in the risk profile of you since KYC Checks were carried out (or updated); 
      5. Volt has reasonable grounds to suspect that: (i) you may be breaching any applicable laws or regulations with respect to its activities under this Agreement; or (ii) you are engaged (or will be engaged) in activities that can harm the reputation of Volt; 
      6. in Volt’s reasonable opinion, it is required to prevent any imminent threat to the security of the Volt Solution and/or Volt API; or
      7. The cooperation between Volt and any Technical Service Provider involved in the provision of the Services ceases or is terminated for any reason, unless Volt represents that it has entered into another agreement with an alternative third-party technical service provider which shall enable Volt to continue providing the Volt Solution. In the latter case, the parties may renegotiate the terms of this Agreement which may need to be modified according to the new circumstances.
  20. CONSEQUENCES OF TERMINATION AND EXPIRATION
    1. The Parties agree that in case of the expiration or termination of this Agreement for any reason:
      1. you will pay before the expiration or termination date any outstanding unpaid Charges upon receipt of the relevant invoice;
      2. Volt will not delete the existing Merchant Data until the Retrieval Period or the Transfer Period under clauses 20.1.3 and 20.1.4 have expired;
      3. upon request of you to be sent within 15 days after the termination or the expiration date, you will be entitled to retrieve Merchant Data stored on the Volt Solution in a structured and widely-used format, capable of ensuring portability of Merchant Data, for a period of 30 days after the expiration or termination date (“Retrieval Period“). Should Volt be requested to assist the retrieval process it will be entitled to charge you for its reasonable costs in doing so;
      4. upon request of you to be sent within 15 days after the expiration or termination date, Volt, at your expense, will transfer Merchant Data in the format under clause 20.1.3 to you or to any third party designated by you within the agreed timing (“Transfer Period“); 
      5. once the Retrieval Period has expired, or upon completion of the Transfer Period, Volt will definitively destroy copies of, and erase, all Merchant Data stored in the Volt Solution and all storage media and provide proof thereof to you within 30 days following the expiration of the Retrieval Period or the Transfer Period, as applicable. You have the right to ask the deletion of Merchant Data without any retrieval or transfer of Merchant Data;
      6. at Volt’s request, you will return or erase any Volt Content, Documentation, data or Software delivered or licensed to you for the purposes of providing the Volt Solution;
      7. the Parties may agree any other possible activities or services connected with the expiration or termination of this Agreement upon the mutual agreement of the Parties on the terms and conditions of such activities.
    2. Without prejudice of clause 20.1, in case of termination or expiration of the Agreement the following provisions will apply:
      1. the rights, remedies, obligations or liabilities of either Party which have accrued up to the date of termination or expiry, will not be affected;
      2. you will stop any use of and immediately return to Volt any equipment, material, Software, Documentation or Confidential Information of Volt and you will be responsible for their loss or for any damage occurred thereto up to the return to Volt. You may not withhold such delivery for any reason, including because a dispute is ongoing; 
      3. all licenses granted under this Agreement will immediately terminate and you will immediately cease all use of the Volt Solution; and
      4. any provisions of this Agreement which expressly, or by implication, are intended to come into or remain in force on or after termination or expiry of this Agreement, will remain in full force and effect. 
  21. SUBCONTRACTING
    1. Volt may subcontract any or all of the Services under this Agreement to other members of Volt’s Group or to Subcontractors.
    2. Volt will use reasonable endeavours to procure that its Subcontractors comply with the terms of this Agreement and will be liable for any breaches of the obligations hereunder by such parties. 
    3. Volt will:
      1. remain your sole point of contact regarding the Services, including with respect to payment of the Charges; and
      2. not disclose Confidential Information of you to a Subcontractor unless and until such Subcontractor has agreed in writing to protect the confidentiality of such Confidential Information in a manner substantially equivalent to that required of Volt under this Agreement.
    4. Notwithstanding the above, the Parties agree that while Volt may subcontract the performance of appropriate obligations to Amazon Web Services (“AWS“) as an approved subcontractor, Volt’s liability to you for breaches of any such subcontracted obligations by AWS will in all circumstances be limited to such recovery as Volt achieves from AWS in respect of such breaches.
  22. NOTICE
    1. Unless otherwise agreed, all communications between the parties shall be in the English language.  
    2. Any notice sent by a party under this Agreement shall be sent by prepaid registered mail or by e-mail to the relevant contact persons set out in Clause 22.3, except that the following notices may not be delivered by e-mail: 
      1. any notice of a dispute or terminating this Agreement;
      2. any notice under Clauses 23.2 (Force Majeure) a “Formal Notice”.
    3. The details of the parties for the purpose of delivery of notices are as follows: 
      Volt

      For attention of

      Legal Department

      Address

      Avenida Presidente Juscelino Kubitschek, 2041, Torre D, 16o floor, Sl 108, Vila Olímpia, CEP 04543-011, City of São Paulo, State of São Paulo

      Email

      legal@volt.io

      Merchant
      As set out in the Order Form under the heading “Merchant details for notices”.

    4. Each party may alter the above details which relate to itself and must promptly notify the other party of any such change by a Formal Notice in accordance with this Clause 22. The change will take effect seven (7) days after the day on which the Formal Notice of the change is deemed to be delivered in accordance with Clause 22.5.
    5. A notice shall be deemed delivered on the date of recorded delivery for registered mail or one (1) Business Day after it has been sent by e-mail.
    6. The sender of a notice must:
      1. where the notice is delivered by email, send the notice as a pdf attachment and keep a saved sent copy of the email; or
      2. where the notice is delivered by recorded delivery or any equivalent postal service, keep a receipt issued by the relevant postal service.
  23. GENERAL PROVISIONS
    1. You shall not assign, transfer, mortgage, charge, declare a trust over or deal in any other manner with this Agreement, or with any or all of its rights or obligations under this Agreement, without the prior written consent of Volt (which may be withheld at Volt’s absolute discretion). Volt may at any time assign, transfer, mortgage, charge, declare a trust over or deal in any other manner with this Agreement, or with any or all of its rights or obligations under this Agreement, provided that it has given prior written notice of such dealing to you. You shall execute any document reasonably required by Volt to give effect to any such dealing.
    2. Neither Party shall be in breach of this Agreement or liable for delay in performing, or failure to perform, any of its obligations under this Agreement (except, in the case of you, payment of the Fees) if such delay or failure results from events, circumstances or causes beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (including, in the case of Volt, its own workforce), failure of a utility service or transport or telecommunications network or the internet, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, epidemic or pandemic, or default of suppliers or sub-contractors. In such circumstances the affected Party shall be entitled to a reasonable extension of the time for performing such obligations, provided that if the period of delay or non-performance continues for three (3) months, either Party may terminate this Agreement by giving twenty (20) days’ written notice to the other Party.
    3. Volt may audit your compliance with this Agreement and you shall provide all reasonable assistance and information to Volt necessary to enable Volt to conduct such audits, including to establish that the Volt Solution is only being accessed and used in accordance with this Agreement.
    4. Where you receive any complaint from an End User in relation to any Service provided by Volt to an End User, you shall:
      1. within one (1) Business Day of receipt refer the End User to support@volt.io raise a complaint with Volt;
      2. promptly inform the End User in a response (which shall be subject to Volt’s sign-off (acting reasonably) prior to it being sent to the End User) of why the Complaint has been forwarded to Volt, and include Volt’s contact details in such response; and
      3. provide to the End User with any transaction reference and all cooperation reasonably required by Volt in order to resolve the Complaint and achieve the best possible outcome for all parties.
    5. Volt may amend this Agreement from time to time by providing thirty (30) days’ prior notice to you (an “Update Notice”). Any changes to this Agreement will be binding on you from the date set out in the Update Notice. If you do not agree to the changes to this Agreement as identified in an Update Notice, you may terminate this Agreement by providing written notice to Volt in advance of the date on which the amendments would become binding. Where you do not provide such notice prior to the amendments becoming binding, by continuing to use the Volt Solution and/or receiving Services, you agree that it consents to any such changes to this Agreement.
    6. Except as otherwise expressly provided in this Agreement, this Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of this Agreement. Volt and you may agree to rescind or vary this Agreement without the consent of any other person or entity.
    7. Delay in exercising, or failure to exercise, any right or remedy in connection with this Agreement will not operate as a waiver of that right or remedy. The waiver of a right to require compliance with any provision of this Agreement in any instance will not operate as a waiver of any further exercise or enforcement of that right and the waiver of any breach will not operate as a waiver of any subsequent breach. No waiver in connection with this Agreement will, in any event, be effective unless it is in writing, refers expressly to this clause, is duly signed by or on behalf of the Party granting it and is communicated to the other Party.
    8. This Agreement (together with all Schedules and other documents referred to herein) constitutes the entire agreement between the Parties and, to the extent permissible by law, it supersedes any and all prior agreements, understandings, promises, warranties and representations made by each to the other concerning this subject matter. The Schedules and other documents referred to herein will be governed by the terms and conditions of this Agreement as well and made a part hereof.
    9. Each Party confirms that in entering into this Agreement it does not rely on any oral or written statement, collateral or other warranty, assurance, undertaking promise or representation made by the other Party (“Pre-Contractual Statements”) other than those as are set out expressly in this Agreement. Each Party waives all rights and remedies which might otherwise be available to it in relation to any Pre-Contractual Statement provided that nothing shall exclude or limit the liability of either Party arising out of any pre-contractual fraudulent misrepresentation of from fraudulent concealment.
    10. Should any provision of this Agreement be deemed unenforceable, invalid or illegal, the remaining provisions will nevertheless continue in full force and effect. The remaining provisions of this Agreement shall be interpreted so as best to reasonably effect the intent of the parties. The Parties further agree that any such illegal, invalid or unenforceable provisions will be deemed replaced with valid, legal and enforceable provisions that achieve, to the extent possible, the business purposes and intent of such invalid, illegal or unenforceable provisions. 
    11. Volt is providing the Services as an independent contractor. Nothing herein contained will be deemed to create an agency, joint venture, partnership or fiduciary relationship between the Parties hereto. Neither Party may bind the other to any agreement with anyone else based upon this Agreement.
    12. Unless otherwise expressly stated in this Agreement, all remedies provided in this Agreement based on a Party’s failure of performance will be cumulative and in addition to all other remedies.
    13. This Agreement and any dispute or claim arising out or in connection with it or its subject matter or formation (including any dispute or claim relating to non-contractual obligations) will be governed by and construed in accordance with Brazilian law.
    14. The Parties agree that the courts of the City of São Paulo, State of São Paulo, Brazil shall have  exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

SCHEDULE 1 – DEFINITIONS AND INTERPRETATION

  1. The following interpretation rules apply:
    1. a “person” includes a natural person, corporate or unincorporated body (whether or not having separate legal personality); 
    2. the Schedules hereto form part of this Agreement and will have effect as if set out in full in the body of this Agreement;
    3. a reference to a “company” will include any company, corporation or other corporate body, wherever and however incorporated or established; 
    4. unless the context otherwise requires, words in the singular will include the plural and words in the plural will include the singular; 
    5. a reference to a statute or statutory provision is a reference to it as it is in force as at the date of this Agreement;
    6. a reference to “writing” or “written” includes e-mail;
    7. any obligation on a Party not to do something includes an obligation not to allow that thing to be done;
    8. any words following the terms “including”, “include”, “in particular”, “for example” or any similar expression will be construed as illustrative and will not limit the sense of the preceding phrase.

Applicable Laws” means legislation, regulations, codes of practice, guidance and other requirements of any relevant government, governmental, regulatory or other relevant body of the Parties’ jurisdiction; 

Authorised Users” means those persons who are authorised by you to use the Volt Solution, the Services and the Documentation in accordance with this Agreement;  

Brand and Style Guidelines” means the brand and style guidelines relating to the Volt Branding notified to Merchant by Volt, as may be updated by Volt from time to time;

Business Hours” means between 8.00 am and 6.00 pm during Working Days;

Charges” means collectively the charges payable by you to Volt set out in the Order Form; 

Confidential Information” means any and all information or data, in whatever form or storage medium, whether tangible or intangible, and whether disclosed directly or indirectly before or after this Agreement by or on behalf of the disclosing Party (hereinafter, “Disclosing Party“) to the receiving Party (hereinafter, “Receiving Party“) in writing, orally, through visual means, or by the Receiving Party’s evaluation, observation, analysis, inspection or other study of such information, data or knowledge, which is now or at any time after the Effective Date of this Agreement, owned or controlled by the Disclosing Party. Confidential Information will include i) Merchant Data; ii) the Charges and any applied discount, and, iii) the trade secrets, discoveries, know how, designs, specifications, drawings, present or future products or services and markets, inventions, prototypes, algorithms, software of any kind or nature, object or machine codes, source codes, computer models and applications, developments, processes, formulae, technology, engineering, architectures, hardware configuration information, diagrams, data, computer programs, business activities and operations, customer lists, reports, studies and other technical and business information, and any other information which, by its nature, would reasonably be considered to be of a confidential nature either intrinsically or due to the context and circumstances in which it was disclosed, including, for the avoidance of doubt, information concerning the Parties’ customers, which is of a confidential nature; iv) all the information under point iii concerning or related to the Group of the Disclosing Party;

Controller” or “Data Controller” means the natural or legal person, public authority, organisation, agency or any other body which alone or jointly with others determines the purposes and means of the processing of Personal Data;

Data Protection Legislation” means the LGPD, and any successor laws and regulations as amended from time to time and any and all other applicable laws relating to processing of personal data and privacy that may exist in any relevant jurisdiction, including, where applicable, the guidance and codes of practice issued by supervisory authorities;

Data Subject” means an identified or identifiable person to whom the Personal Data relate;

Documentation” means all and any user specifications, guides and operating or other similar manuals and/or documentation, provided in hard copy or soft copy, necessary to enable you to make full and proper use of the Volt Solution and/or the Services;

Effective Date” means the date of this Agreement;

End User” means a natural or legal person who has executed the End User Terms of Service and who intends to initiate a transfer from its External Account to Merchant in order to pay for Merchant Products and Services;

End User Terms of Service” means those terms of service between Volt and the End User in respect of the Services;

External Account” means any payment account (for instance, a bank account);

“Fuzebox Portal” means Volt’s software application described at https://www.volt.io/products/fuzebox;

LGPD” means Law No. 13.709, of August 14, 2018, which provides for the processing of personal data, including digital data, by natural persons or by legal entities governed by public or private law, with the aim of protecting the fundamental rights of freedom and privacy and the free development of the personality of natural persons. 

Group” means in relation to each Party, means that Party, its subsidiaries, its holding companies and every subsidiary of each such holding company from time to time; 

Insolvency Event” means with respect to either Party in any jurisdiction to which the Party is subject: (i) any case, administrative petition, or proceeding with respect to such Party under laws applicable to bankruptcy, insolvency, reorganization, or other law affecting creditors’ rights generally or any other or similar proceedings seeking any stay, reorganization, arrangement, composition, or readjustment of the obligations and indebtedness of such Party; (ii) any proceeding seeking the appointment of any trustee, receiver, liquidator, administrator, administrative receiver, manager, custodian or other insolvency official with similar powers with respect to such Party or any material portion of its assets; (iii) any proceedings for liquidation, dissolution, or other winding up of the business of such Party; (iv) any assignment or composition or other arrangement for the benefit of the creditors of such Party or any marshalling of assets of such Party; (v) in the course of execution of a judgment obtained against such Party, the levy of execution has not satisfied the judgment debt either in full or in part; or (vi) such conditions exist as are, by any other system of law, substantially equivalent in effect to any of the foregoing conditions;

Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks, business names and proprietary rights in domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

Merchant Data” means any and all data, information and content which is i) uploaded, stored or installed by you and/or any Authorised User onto the System or ii) created, realised or developed by you while using the Volt Solution, including, data, information, software, data-base, documents, pictures, images, photographs, text, files, music, video;

Merchant Products and Services” means the products and/or services that are offered by Merchant via Merchant’s Website and are, following the successful completion of the Integration in accordance with this Agreement, available to be paid by the End Users by using the Services;

Merchant Website” means the website and its subdomains, mobile application or similar related platforms or interfaces as identified in the Order Form under the heading “Merchant Website” through which you, following the successful completion of the integration in accordance with this Agreement, enable Authorised Users to use the Services; 

Notification” means a transaction status displayed on the Fuzebox Portal;

Order Form” means a document setting out the commercial terms and any special terms upon which Volt provides the Volt Solution to you; 

Partner Services” means the payment services, which Partner provides to your customers (via the Partner Solution) to enable your customers to pay for the Merchant Products and Services, which will, following the Integration, include the provision to End Users of the Services;

Partner Solution” means the business solution provided by Partner by way of remote internet access, which allows Merchants’ customers (including End Users) to pay for Merchant Products and Services using the Partner Services;

Party” means you or Volt (together “Parties“);

“Payment Transaction” means an act, initiated by the payer or recipient, of placing, transferring or withdrawing funds, irrespective of any underlying obligations between the payer and the recipient;

Personal Data” means any information relating to an identified or identifiable natural person (as defined pursuant to Article 4(1) of the Regulation (EU) 2016/679 – General Data Protection Regulation). This includes information that can be linked, directly or indirectly, to a natural person; an identifiable person is one who can be identified, directly or indirectly, in particular by reference to an identification number or using all means which can reasonably be used by the Data Controller or a third party to identify a natural person (e.g. one or more factors specific to his physical, physiological, mental, economic, cultural or social identity);

Processing of Personal Data” means any operation or set of operations which is performed upon Personal Data, whether or not by automatic means, such as collection, recording, organisation, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction;

Processor” or “Data Processor” means the natural or legal person, public authority, agency or any other body which processes Personal Data on behalf of Controller and according to its written instructions;

Regulatory Body” means any person or professional body or law enforcement agency anywhere in the world having regulatory, supervisory or governmental authority (whether under a statutory scheme or otherwise) to regulate, investigate or influence all or any part of the Volt Solution (or any other services provided by Volt under this Agreement) or all or any part of the businesses, assets, resources, operations or employees of Volt and/or you, including the Central Bank of Brazil or a supervisory body;

“Security and Log-in Details” mean the log-in details, passwords, personal identification number or any other identification or security features relating to an Authorised User’s use of the Services, if any;

Security Incident” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data transmitted, stored or otherwise Processed.

Services” means the services to be provided by Volt to you under this Agreement;

Software” means the software and online services applications used by Volt in delivering the Volt Solution;

Subcontractor” means any third party appointed by Volt to perform some activities of the Services in accordance with clause 21;

Successful Transaction” means any Transaction in respect of which Volt notifies you that the status is “completed”;

Technical Service Provider” means a third-Party technical service provider enable to provide the Services; 

Term” means the term of this Agreement;

Third Party Content” means any and all content owned by a third party made available or provided by Volt to you through the Volt Solution including, without limitation, data, information, software (including open source software), data-base, documents, pictures, images, photographs, text, files, music, video;

Trademark” means any trademark, service mark, logo, trade, business or domain name;  

Transaction” means any successful or attempted payment transaction made by an Authorised User using the Volt Solution and Services to pay for Merchant products and services; 

VAT” means value added tax or any equivalent tax chargeable elsewhere;

Virus” means computer malware, including any software, code, file or program which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware, network, or device or the user experience in relation to the same, including worms, trojan horses, viruses and similar things;   

Volt API” means the application programming interface provided by Volt to you so that you can integrate the Volt Solution into your Merchant Website (the Volt API is an element of the Volt Solution); 

Volt Branding” means the branding, logos and/or trade names (including all Intellectual Property Rights subsisting within such branding, logos and/or trade names) of Volt as set out in the Brand and Style Guidelines;

Volt Content” means any and all content made available by Volt to you through the System, including, without limitation, data, information, software, database, documents, pictures, images, photographs, text, files, music, video;

Volt Solution” means the solution provided by Volt to support the provision of the Services including the Volt API, the Fuzebox Portal and any optional services)  that, amongst other things, allows Authorised Users to initiate payments from their payment account to you to pay for goods and/or services and the Services;

Working Days” means any day which is not a Saturday or Sunday or a bank or public holiday in the countries from which the Services are performed.

SCHEDULE 2 – VOLT SERVICES

For the purpose of providing the Services, Volt will offer (i) Cross-Border Payment Services for acquisition of goods or services in the Merchant Website by Authorized Users (which are not domiciled in Brazil), acting as a non-authorized eFX, always in connection with an agent authorized to operate in the FX market; and (b) Domestic Payment Services: acting as a local payment collection agent, providing such services in connection with domestic payment transactions; in accordance with the terms and conditions set forth herein. All the Services, described below, will be provided in accordance with the Brazilian applicable laws and regulations.

  1. Terms and Conditions for the offering of Cross-Border Payment Services:
    1. Cross-Border Payment Services:
      1. Pay-in: Volt will receive, on your behalf, bank transfers and deposits from Foreign End Users, as payment for acquisition of goods or services in the Merchant Website in Brazilian Reais. Such funds will be then transferred to your Brazilian bank or payment account (“Merchant Account”), as previously communicated to Volt, by means of a foreign exchange transaction executed within an agent authorized to operate in the Brazilian FX Market. 
      2. Pay-out: Volt will make payments, on your behalf and due by you, to Foreign End Users by means of bank transfers to Foreign End Users’ foreign bank or payment accounts, according to written instructions from you to Volt, if needed, in connection with the purchase and sale of goods or services in the Merchant Website in Brazilian Reais. In this case, Volt will be responsible to execute the foreign exchange transaction on your behalf.
    2. For performing the pay-in and pay-out services, Volt will remit and transfer the amounts by performing international wires (i) to you in Brazil, by converting its balance in USD to BRL; or (ii) to Foreign End Users abroad, by converting its balance in BRL to USD. To such end, Volt will be responsible of collecting and remitting the relevant funds from or to abroad through foreign exchange transactions to be entered into on a consolidated basis with an Authorized Agent, to which Volt shall inform the parties and amount involved in each transaction, as required by the Applicable Laws.
    3. Volt hereby acknowledge and agree that any amounts received under the terms of this Agreement will be received from the Foreign End Users to be remitted to you or will be received from you to be transferred to the Foreign End Users, as the case may be.
    4. Volt will provide the Cross-Border Payment Services according to the value of the payment transactions carried out by the Foreign End Users or you. Therefore, Volt will provide the Cross-Border Payment Services for transactions in an individual amount equal or less than USD 10,000.00 (ten thousand dollars).
    5. As a condition precedent for the provision of the Cross-Border Payment Services, you shall include in your terms and conditions, to be accepted by the Foreign End Users, the following clauses considering the Cross-Border Payment Services provided by Volt: “Authorised User is aware of and agree to the Volt´s MSA, which sets forth the responsibilities of Volt and the conditions of the Cross-Border Payment Services”. You shall present to Volt, upon request, evidence of the Foreign End Users’ consent to the terms and conditions with the clause specified herein.
    6. In case of a chargeback requested by the Foreign End User directly to Volt, Volt will notify you in writing and request your decision within 24 (twenty-four) hours. If you do not provide enough support documentation to prove the inapplicability of the chargeback request, Volt will be able to decide whether the chargeback is applicable or not, and in case of the authorization of the chargeback, the value involved in the transaction will be deductible from your balance with Volt. Notwithstanding the foregoing, Volt shall not be liable for any chargeback requested by any Foreign End User.
    7. Settlement of Funds
      1. Volt shall, every month or with any other frequency agreed between the Parties, transfer all the funds payable to Volt and available in the Volt Account to your Merchant Account, which shall be informed by you to Volt, unless you instruct Volt to keep part of such funds in Volt Account, on your behalf and for your benefit, for purposes of the settlement of your obligations in Brazil, in accordance with the provisions of the sections below. 
      2. For any transfer of funds from Volt Account to Merchant Account a foreign exchange transaction must be entered into with an Authorized Agent, under the terms of the regulations in force. 
      3. Any amounts owned by Foreign End Users to you may only be offset with any amounts payable by it to Foreign End Users under pay-out services by means of simultaneous foreign exchange transactions to be carried out with an Authorized Agent, under the terms of the regulations in force.
      4. You may change or modify the details of the Merchant Account upon not less than five (5) business days prior notice to Volt.
  2. Terms and Conditions for the offering of Domestic Payment Services:
    1. Domestic Payment Services:
      1. Pay-in: Volt will receive, on your behalf, bank transfers and deposits from Brazilian End Users , as payment for acquisition of goods or services in the Merchant Website in Brazilian Reais. Such funds will be then transferred to your Merchant Account, as previously communicated to Volt. 
      2. Pay-out: Volt will make payments, on your behalf and due by you, to Brazilian End Users by means of bank transfers to Brazilian End Users’ Brazilian bank or payment accounts, according to written instructions from you to Volt, if needed, in connection with the purchase and sale of goods or services in the Merchant Website in Brazilian Reais.
    2. For the purpose of performing the pay-in and pay-out services, Volt will transfer the amounts locally to you or to Brazilian End Users.
    3. Volt hereby acknowledge and agree that any amounts received under the terms of this Agreement will be received from the Brazilian End Users to be transferred to you, or will be received from you to be transferred to the Brazilian End Users, as the case may be. 
    4. Volt will provide the Domestic Payment Services for transactions in an individual amount greater than USD 10,000.00 (ten thousand dollars).
    5. As a condition precedent for the provision of the Domestic Payment Services, you shall include in your terms and conditions, to be accepted by the Brazilian End Users, the following clauses considering the Domestic Payment Services provided by Volt: “Authorised User is aware of and agree to the Volt´s MSA, which sets forth the responsibilities of Volt and the conditions of the Domestic Payment Services”. You shall present to Volt, upon request, evidence of the Brazilian End Users’ consent to the terms and conditions with the clause specified herein.
    6. In case of a chargeback requested by the Brazilian End User directly to Volt, Volt will notify you in writing and request your decision within 24 (twenty-four) hours. If you do not provide enough support documentation to prove the inapplicability of the chargeback request, Volt will be able to decide whether the chargeback is applicable or not, and in case of the authorization of the chargeback, the value involved in the transaction will be deductible from your balance with Volt. Notwithstanding the foregoing, Volt shall not be liable for any chargeback requested by any Brazilian End User.
    7. Settlement of Funds
      1. Volt shall, every month or with any other frequency agreed between the Parties, transfer all the funds payable to Volt and available in the Volt Account to your Merchant Account, unless you instruct Volt to keep part of such funds in Volt Account, on your behalf and for your benefit, for purposes of the settlement of your obligations in Brazil, in accordance with the provisions of sections below. 
      2. Any amounts owned by Brazilian End Users to you may only be offset with any amounts payable by it to Brazilian End Users under pay-out services.
      3. You may change or modify the details of the Merchant Account upon not less than five (5) business days prior notice to Volt.
  3. For the purpose of providing the Cross-Border Payment Services and the Domestic Payment Services, Volt will act as a collection agent and, in order for Volt to provide the Services, you shall obtain from the Authorised Users an authorization as a mandate clause, for Volt to act on behalf of Authorised Users to – for domestic payments – locally collecting their payments, and – for cross-border payments – for the purpose of the required foreign exchange transactions to be carried out with the relevant Authorized Agent. Such mandate clause must be included and highlighted in your terms and conditions to be accepted by the Authorised Users before using the Services. The mandate clause should be substantially in the form described below:
            By virtue of this power of attorney, [AUTHORISED USER] (“PRINCIPAL”) hereby irrevocably and irreversibly appoints and constitutes as [its/his/her] attorneys-in-fact Volt Instituição de Pagamento Ltda., a company duly organized and validly existing in accordance with the laws of Brazil, with its headquarters in the City of São Paulo, State of São Paulo, at Avenida Presidente Juscelino Kubitschek, 2041, Torre D, 16o floor, Sl 108, Vila Olímpia, CEP 04543-011, enrolled with CNPJ under No. 40.891.248/0001-04 (“VOLT”), under Articles 684 and 685 of the Brazilian Civil Code, with the following powers.
            (i) VOLT is granted powers to, on behalf of PRINCIPAL, perform all acts and execute all documents that are required for entering into foreign exchange transactions, with institutions authorized to carry out such transactions, in order to remit to, or receive from, the [Merchant] any amounts related to the purchase and sale of goods or services in the [Merchant Website] by PRINCIPAL;
            (ii) VOLT is granted powers to, on behalf of PRINCIPAL, perform all acts and execute all documents that are required for locally transferring funds to, or receiving from, the [Merchant] any amounts related to the purchase and sale of goods or services in the [Merchant Website] by PRINCIPAL, paid through PIX; and
            (iii) to delegate, in whole or in part, the powers granted under this power of attorney.

  4. You shall present Volt, upon request, evidence of the Authorised Users’ consent to the terms and conditions with the clauses required in Sections 1.5., 2.5. and 3. above included.