Deskbee | Terms of Use

TERMS AND CONDITIONS OF USE

Document version: September 10, 2024.

Hello! Thanks for joining the Deskbee community. These Terms and Conditions of Use describe your rights and responsibilities when accessing and using our workplace productivity solution (“Deskbee Solution”). Please read these carefully. If you are a SUBSCRIBER (hereinafter defined as a SUBSCRIBER), these Terms shall govern your access to and use of the Deskbee Solution.

BEFORE WE BEGIN

We at DESKBEE can grant and allow access to our solutions based on the signing of our Adherence Agreement, meaning that the SUBSCRIBER’s representative agrees to the terms and conditions described in this document. These Terms and Conditions, along with any other document listed in the Adherence Agreement (such as the Business Proposal and Privacy and Personal Data Processing Conditions) constitute a binding “agreement” between the SUBSCRIBER and DESKBEE.

Therefore, this is a document that formalizes the existing relationship between the SUBSCRIBER and DESKBEE, with corporate name DESKBEE LTDA, a legal entity governed by private law, registered with the CNPJ under No. 09.591.453/0001-04, headquartered at Rua Baronesa do Gravataí, 137 / 307, Bairro Cidade Baixa, CEP: 90160-070, in the city of Porto Alegre, State of Rio Grande do Sul, pursuant to its articles of association, for the use of the Deskbee Solution.

SUGGESTIONS AND FEEDBACK ARE WELCOME

Any SaaS solution evolves and gets better over time. The sources for these improvements are our P&D department and you, along with all our users. This is the main reason why SaaS solutions can deliver a great product at a fraction of the cost of the old licensing model. The more suggestions our customers make, the better the services. By sending us suggestions and feedback, the SUBSCRIBER grants us (to itself and all of its Authorized Users and other employees) an irrevocable and perpetual right to use any idea or suggestion, for any purpose of use, without any obligation or compensation.

Send your suggestions via our suggestion center to: [email protected].

1. SERVICE PROVISION

1.1. The purpose of these Terms is the supply by the DESKBEE to the SUBSCRIBER of licensing the software called DESKBEE, according to the values, limits of use and plans contained in the Business Proposal, as well as the provision of technical support services, improvement and other agreements that may be contracted by the parties, under the conditions of these Terms and its annexes.

1.2. The use of the Deskbee solution, its programs, applications and functionalities includes, for instance:

1. a) Provision of an environment for the use of the PWA (Progressive web app) DESKBEE application on a web platform, with desktop or mobile access, aimed at the end user (Employee), for the purpose of reservations at workstations, meeting rooms and other types of reservations; opening tickets and sending invitations for access by external visitors – deskbee.app. Access via desktop or mobile, to use the workspace features aimed at the SUBSCRIBER company’s employees. Access via integration with AD Microsoft Azure or G Suite for SSO, or with login and password generated in Deskbee – COLLABORATOR profile.

 

1. b) Provision of an environment for using the DESKBEE administrative panel on a web platform, aimed at the Administrator user, for the purpose of extracting space occupation reports, user management, parameterization of restrictions aimed at occupation rules – admin.deskbee.app/. Access for users with ADMIN, IT and MANAGER profiles, through login and password. Provision of software use on a WEB platform, Control Panel in a WEB environment for use on a computer or tablet with Internet access – deskbee.co, panel for monitoring calls and service orders and parameterizing automation rules, routines, ticket and inspection forms, and access via login and password, only via desktop – ADMIN Profile.

 

1. c) Provision of a mobile application aimed at operational users, whether employees of the SUBSCRIBER company or a third party contracted by it, for the purpose of executing service orders, surveys and checklists, as well as data recording and collection on the field, available on an operating system platform defined by DESKBEE. – TECHNICAL profile.

 

1. d) Provision of power and access to data, for the SUBSCRIBER, 24 hours a day x 7 days a week x 365 days a year, during the term of the instrument, interruptions in service for maintenance purposes are allowed, preferably on weekends provided that previously communicated, whenever possible, in compliance with the provisions of the SLA Clause and technical support;

 

1. e) Creation of a MASTER ADMIN ACCOUNT and provision of Login and Password for access the solution, through the means/links described above;

 

1. f) Training and qualification for the implementation of the use of the system by the SUBSCRIBER, to be provided by the DESKBEE team 100% remotely, within the limits of the contracted plan.

 

1.2.1. The SUBSCRIBER is aware that it is SUBSCRIBER’s responsibility to have administrative control over whom the SUBSCRIBER gives access to SUBSCRIBER’s Data hosted in the Deskbee Solution. The SUBSCRIBER may specify one or more users as administrators (each one being referred to as an “Administrator”) to administer the SUBSCRIBER’s account, with DESKBEE having the right to rely on communications from such Administrators and other SUBSCRIBER employees to maintain the SUBSCRIBER’s account. The SUBSCRIBER is responsible for the use of the Deskbee Solution by its respective users and for such users’ compliance with this Agreement. The SUBSCRIBER is solely responsible for the accuracy, quality and lawfulness of the SUBSCRIBER’s Data. The SUBSCRIBER shall immediately notify DESKBEE if it becomes aware of any unauthorized use of or access to the SUBSCRIBER’s account or the Service.

 

1.3. The software licensed by DESKBEE must be made available through a cloud server, in order to keep the SUBSCRIBER fully updated regarding the latest version thereof, as well as to better protect the information and connection stability.

 

1.4. The implementation (“setup”) and improvement services, if contracted, shall be provided in accordance with the schedule to be formalized in writing between the parties. The software implementation process must follow DESKBEE’s standard methodology, duly documented and approved in meeting minutes and in action plans between the parties. The definitions of the activities to be developed, the methodology used and the respective level of priorities are the responsibility of DESKBEE, and must be fully followed by the SUBSCRIBER.

 

1.5. New updates made available on DESKBEE at DESKBEE’s discretion shall not incur any additional cost, except if they are considered by DESKBEE as new products or additional services that not found in the BUSINESS PROPOSAL.

 

2. OBLIGATIONS OF THE PARTIES

 

2.1. Without prejudice to the remaining conditions provided for in this Agreement and its attachment, DESKBEE undertakes to:

 

1. a) Provide the SUBSCRIBER with a license to use the software, in the Software as a Service modality, executable on the equipment and operating environment to be defined by DESKBEE, keeping it available under the terms of the SLA Clause;

 

1. b) Have technology devices and infrastructure, self-owned or belonging to third parties, under its responsibility, capable of allowing the correct and safe operation of the solution;

 

1. c) Provide, in writing, the information and clarifications that may be requested by the SUBSCRIBER during the term of the instrument;

 

1. d) Communicate any system unavailability caused by a situation beyond its control, such as, fortuitous event, force majeure, legal determination, floods, fires, earthquakes, strikes, wars, etc., in which case DESKBEE’s liability shall be exonerated – access via the page: https://DESKBEE.statuspage.io/;

 

1. e) Communicate, with reasonable advance, any system updates that may result in changes to the SUBSCRIBER’s operation.

 

1. f) Always obtain and maintain all licenses and authorizations, valid and in force, that are necessary to carry out its activities and to fulfill its obligations under this document, as well as comply with all requirements and conditions of the same licenses and authorizations;

 

1. g) Maintain absolute secrecy and confidentiality with regard to documents and all verbal or written, registered and private information, business secrets or any other information to which they have access, during the term of this document.

 

1. h) Provide the services provided for in the contractual object under the conditions established in this instrument and its integrated documents;

 

1. i) Ensure the availability of professionals to clarify doubts, solve problems and perform all activities previously defined, as well as make every effort to comply with the deadlines established, as provided for in these Terms.

 

1. j) Fulfill the other obligations listed in the body of these Terms.

 

2.2. Without prejudice to the other conditions set forth in these Terms and its attachments, the SUBSCRIBER’s obligations are to:

1. a) Make payments according to the contracted plan.

 

1. b) Operate the software in accordance with DESKBEE’s specifications and guidelines, including the set of activities for preparing, selecting and entering the inherent and necessary information to achieve the proposed objectives.

 

1. c) Control the quality of the information introduced and produced by the software and the correct application of the current legislation, which is pertinent to the purposes of use of the software.

 

1. d) As DESKBEE is a web solution, it is up to the SUBSCRIBER to resolve any problems arising from access via the WEB, since the parties agree that DESKBEE has no control and/or responsibility over the SUBSCRIBER‘s structure nor over the protection tools against remote intrusions, being that any invasion or remote access to the SUBSCRIBER‘s data under its custody or derived from security weaknesses in the SUBSCRIBER‘s equipment shall not under any circumstances mean failure in the software or in the provision of services by DESKBEE. Also, if there is evidence of a failure in DESKBEE’s software, this fact must be verified by the parties.

 

1. e) Be responsible for the correct handling and storage of passwords, especially in relation to access via MASTER login, which must have its password changed and preferably stored in a password vault, serving as contingency access, especially in case of access problems when the Single Sign On is integrated.

 

1. f) Be responsible for the use and training of its employees regarding the correct use of the Deskbee Solution.

 

3. PRICES AND ADJUSTMENTS

3.1. The SUBSCRIBER shall pay DESKBEE the amounts provided for in the BUSINESS PROPOSAL and in the ADHERENCE AGREEMENT, pursuant to the payment terms and methods stipulated in such documents. The monthly software licensing fee is defined according to a few calculation parameters, namely:

1. a) Number of assets managed by DESKBEE – any item listed as active in the system;

 

1. b) Number of employee users – DESKBEE Solution users.

3.2. The SUBSCRIBER may request an increase in the number of contracted users, based on the amounts ​​defined in the Business Proposal and/or Adherence Agreement, or in the table published on our website in case there are no provision on this matter in such documents. The change can be made automatically with adjustment in the amounts charged, without the need for a contractual amendment.

3.3. The payment of monthly or annual access fees must be made spontaneously, on the due date or on the first business day after it, in accordance with the rules set out in the Adherence Agreement, with proof of payment by DESKBEE, with access being of the software released for the contracted period.

 

3.3.1. The proof of payment via bank slip, bank deposit or direct electronic transfer (TED) shall be considered effective and sufficient document to prove the payment of the amount due.

3.4. The monthly price readjustment must occur annually through a positive variation of the CPI (Customer Price Index) , or, in its absence, by another that may replace it. Also, DESKBEE may change its plans, included features and values ​​at any time, upon thirty (30) days’ prior notice. If the SUBSCRIBER does not agree, at the end of the notice period, this document shall be deemed terminated without the application of a contractual termination penalty for minimum term, if applicable to the SUBSCRIBER.

3.4.1. In the event of delay in payments, in addition to the principal due and unpaid, the SUBSCRIBER shall owe DESKBEE a fine equivalent to 5% (five percent) of the amount due and unpaid, plus interest of 1% (one percent) per month, monetarily corrected by the variation of inflation indicated by the CPI (Customer Price Index)   until the date of the effective payment, the last two being pro rata die, as well as bearing the procedural, administrative costs for collection and legal fees defined by the court on the value of the case, in case of legal claims. In case of late payment for a period exceeding sixty (60) days, DESKBEE may, at its discretion, register the SUBSCRIBER as a delinquent payer and/or refer the case to a collection agency, upon prior written notification with a period of five (5) business days to rectify the infraction. In case of late payment for a period exceeding sixty (60) days, DESKBEE may, at its discretion, terminate this document by means of written notice with immediate effect on the date it is received by the SUBSCRIBER and charge any termination fees to which the SUBSCRIBER may be subject.

 

3.5. If the SUBSCRIBER choses the annual plan, after the end of the term, DESKBEE shall start to invoice the SUBSCRIBER on a monthly basis, charging the equivalent of one twelfth of the annual amount, this being due on the date specified in the Adherence Agreement and with the respective issuance of an Invoice, without, however, including the deduction previously granted for the annual plan. Said billing shall be maintained until the parties renew the annual service provision period, at which time the monthly installments paid prior to the renewal shall be deducted from the annual amount for the new term established.

 

4. USE AND OWNERSHIP OF SOFTWARE

4.1. All rights and intellectual property regarding the DESKBEE software and technology shall remain the exclusive property of DESKBEE, even if it develops new features at the request and remuneration of the SUBSCRIBER. Therefore, the technology object of the licensing by these Terms, including its programs, flowcharts, improvements, adaptations and other functionalities, as well as all technical documentation are the total and definitive property of DESKBEE.

 

4.2. By adhering to these Terms, the SUBSCRIBER is only licensed to use the technology in question, without the need for DESKBEE to present or provide the source code or any other internal structure of the product.

 

4.3. Upon acquiring the right to use the software, the SUBSCRIBER shall only be authorized to use it in the manner established in this instrument, being prohibited from using methods such as reverse engineering, decompilation, or any other that allows access to the code source of the software, as well as making any unauthorized changes and copies.

 

4.4. The SUBSCRIBER or third parties under its permission are prohibited from any act that imports or may characterize sale, distribution, sub-licensing, rent, lease, loan, donation, disposition, assignment or transfer, in whole or in part, to third parties, of the use of the services and functionalities of the system, without DESKBEE expressly and formally having consented.

 

4.5. Any violation of the copyright of the software shall result in a fine in the amount of one hundred (100) times the monthly value of use of the software, regardless of losses and damages determined in court and criminal proceedings, including the crime of unfair competition.

 

5. CONFIDENTIALITY

5.1. All information of a technical, commercial, financial and other nature to which the Parties have access as a result of the performance of these Terms, in particular with regard to information regarding the SUBSCRIBER and DESKBEE technology, are strictly confidential and must be kept as such. Therefore, the parties are obligated to maintain absolute confidentiality.

 

5.1.1. For the purposes of this term, any and all information, whether patented or not, of a technical, operational, commercial, legal nature, know-how, inventions, processes, programming codes, formulas and designs, whether patentable or not, business plans (” business plans”), accounting methods, techniques and accumulated experiences, documents, contracts, papers, studies, opinions and research that each party has access to: a) by any physical means (printed documents, manuscripts, faxes, electronic messages (email) photographs, etc.); b) by any means registered in electronic media (flash drives, CDs, DVDs, etc.); c) orally.

 

5.1.2. Confidential information entrusted to third parties may only be opened to third parties with the prior written consent of the disclosing party, or in case of a court order, in which case the receiving party must immediately inform the disclosing party in writing so that it seeks to prevent and waive the obligation to disclose the information.

 

5.1.3. The following shall not be considered as confidential information: a) information that is already available to the general public through no fault of the receiving party; b) information that is already known to the receiving party before the signing of the Agreement and was not acquired directly or indirectly by the receiving party and; c) information that is no longer treated as confidential by the disclosing party.

 

5.2. The Parties shall ensure that their respective partners, administrators, managers, employees, agents, interns, service providers and/or contracted third parties, in any capacity, are also bound by the same confidentiality obligation set forth herein.

 

5.3. The confidentiality obligation shall remain in force and shall legally bind the Parties for a period of  five (5) years after the termination of the contractual relationship, with the exception of information relating to DESKBEE’s intellectual property, which shall remain confidential in perpetuity. Any breach of this clause shall result in the immediate termination of these Terms, regardless of the determination of losses and damages.

 

5.4. This term shall become valid from the date of its effective signature by the parties and obliges the Parties, their legal representatives, successors and assignees, and is irrevocable and irreversible. The provisions of this instrument must, however, be applied retroactively to any confidential information that may have already been disclosed, before the date of its signature.

 

6. TECHNICAL SUPPORT AND SERVICE LEVEL AGREEMENT – SLA

6.1. The technical training provided by DESKBEE to the SUBSCRIBER, provided for in the BUSINESS PROPOSAL, enables the certified user to provide first-level support to users registered by the SUBSCRIBER. Thus, doubts about procedures and functionalities must be clarified by this certified user of the SUBSCRIBER. In the case of problems or defects identified during the use of the software, the SUBSCRIBER user shall have technical support via online access, through the panel or by opening a call through the available channels, according to the following SLA:

 

	First Support	Response time	Resolution time
Complete service unavailability	2 hours	1 hour	4 hours
Specific problems that prevent access to parts of the system		6 hours	24 hours
Specific problems that do not prevent the use of the system		16 hours	96 hours

 

6.1.1. Only business hours shall be considered as SLA time, from 8:30 a.m. to 6:30 p.m., from Monday to Friday, except holidays applicable to DESKBEE’s headquarters. The first support hours are added to the response time and are added to the resolution time, so the resolution time shall not take into account the sum of time from the previous steps.

 

6.2. DESKBEE, in compliance with the obligations borne by the SUBSCRIBER provided for in this instrument, has the technical condition to offer and proposes to maintain, in each calendar month, an SLA (Service Level Agreement – service level agreement) related to the availability of the software, with a guarantee of 98% (ninety-eight percent) of availability. For the purposes of this performance guarantee, it is understood and established that the services and functionalities guaranteed by this SLA include the maintenance of the functionality of the DESKBEE software. The availability status of all services offered by DESKBEE can be verified at: https://DESKBEE.statuspage.io/.

 

6.3. DESKBEE shall be released from complying with this SLA in the event of the following suspension hypotheses, which, if occurring, shall not be computed for the purpose of verifying compliance with this SLA:

 

1. a) Access problems faced due to the lack or defective availability of Internet signal by the SUBSCRIBER‘s supplier companies, as well as the total consumption of the data access plan by the SUBSCRIBER‘s users;

 

1. b) Overload on the server where the solution is hosted, caused by the SUBSCRIBER or a third party linked to it, mainly through errors generated as a result of some specific defective integration, or traffic overload known as DoS (Denial of Service), in which case, including in order to ensure the stability of the link, DESKBEE is authorized to disconnect the SERVER from the Internet;

 

1. c) Interruptions lasting less than thirty (30) minutes, which are necessary for technical adjustments or equipment maintenance;

 

1. d) Scheduled interruptions in the service and in the availability of the software, motivated by maintenance actions or improvements carried out between the hours of 00:01 a.m. and 07:00 a.m. of Brasília/DF.

 

1. e) Occurrence of acts of God and force majeure, as defined in Brazilian legislation, as well as acts or facts attributable to the public or private telecommunications network, to the electricity supplier.

 

1. f) Emergency interventions arising from the need to preserve the security of the server, aimed at preventing or stopping the work of hackers or aimed at implementing security corrections;

 

1. g) Suspension of the provision of contracted services as determined by competent authorities or court orders as a result of situations of which DESKBEE is not guilty;

 

1. h) Suspension of the provision of services due to default, by the SUBSCRIBER, of its contractual obligations, in the event in which the suspension is foreseen.

 

6.4. Failure by DESKBEE to achieve this SLA shall generate, in favor of the SUBSCRIBER, the right to receive discounts on the amounts of the price installments due to DESKBEE in the month in question based on the percentages provided below. The discounts shall be granted in the payment of the monthly fee with due date in the month immediately following the month in which the SLA is breached, namely:

 

1. a) 5% (five percent) if the time of availability and access to the software is less than 98% (ninety eight percent) and greater than 95% (ninety five percent);

 

1. b) 10% (ten percent) if the time of availability and access to the software is less than 95% (ninety five percent) and greater than 90% (ninety percent);

 

1. c) 15% (fifteen percent) if the time of availability and access to the software is less than 90% (ninety percent);

 

6.5. The aforementioned SLA shall be measured monthly, after the last day of the month in which the service is assessed, as follows: total unavailability period divided by the total assessment period. If the availability is lower than the level stipulated in clause 6.2 above, it shall generate, in favor of the SUBSCRIBER, a discount on the amount of the monthly fee immediately due in accordance with the percentages referred to in items “a”, “b” and “c” above. However, such discount shall only occur upon notification of non-compliance with the SLA formalized by the SUBSCRIBER to DESKBEE, within a maximum period of seventy two (72)  hours from its verification, under penalty of the discounts not being enforceable and its verification shall be considered as starting from the formal notification formalized by the SUBSCRIBER.

 

6.6. In case of assistance for processing recoveries, due to operational errors due to the adoption of techniques and methods different from those instructed in the training or indicated in the documentation made available by DESKBEE, these services shall be subject to prior technical analysis, with consequent cost budgets determined on a case-by-case basis.

 

6.7. DESKBEE may unilaterally change the Support and SLA clauses set out above, only when necessary, upon thirty (30) days’ prior written notice to the SUBSCRIBER, regardless of the date of republication of the updated version of these T&C on the website.

 

7. IMPROVEMENTS MADE TO THE SOFTWARE

 

7.1. At the request of the SUBSCRIBER, formalized by contractual addendum and if feasible and approved by DESKBEE, or if provided for in the BUSINESS PROPOSAL, improvements may be made to the software by DESKBEE. The activities of analysis, programming, testing, documentation and distribution of changes made at DESKBEE’s headquarters shall be invoiced in accordance with the prior budget or presentation of reports and results of each phase.

 

7.1.2. The Intellectual Property of the improvements made by DESKBEE in the software, even if at the indication or suggestion of the SUBSCRIBER, shall be exclusive to DESKBEE and shall be incorporated into the version accessible by all subscribers.

 

7.2. If there is a request from the SUBSCRIBER, and if DESKBEE agrees to such modifications, the fees for the improvements made may be formalized through a contractual amendment and shall be billed in the month following the service provision.

 

7.3. DESKBEE reserves the right to carry out the improvements and modifications in the solution according to its design and development roadmap, and the SUBSCRIBER is not entitled to previous versions, or to request structural changes to the software, as well as the development of other modules or functions not foreseen in the original project. DESKBEE is totally released from accepting requests in this regard. The product of these improvements shall be added to the source code of the software and shall become the sole and exclusive property of DESKBEE.

 

7.4. DESKBEE may modify its services and/or content and/or products offered, as well as any functionality of the Deskbee solution, or discontinue its availability at any time without prior notice to the user.

 

8. TERM AND TERMINATION

 

8.1. As this is SaaS access, the SUBSCRIBER may subscribe to access to the software for consecutive periods of thirty (30) days for an indefinite period or for a minimum period of twelve (12), twenty-four (24) or thirty-six (36) months, as provided for in the Adherence Agreement.

 

8.1.1. When the subscription is made on a monthly basis, that is, for an indefinite period, the Terms may be terminated by either party, upon prior written notice, at least thirty (30) days in advance and provided that outstanding debts are paid, if any.

 

8.1.3. In case of contracting for a minimum period of twelve (12), twenty-four (24) or thirty-six (36) months, considering the significant commercial discount provided by DESKBEE to the SUBSCRIBER under such conditions in the BUSINESS PROPOSAL, termination before the agreed term shall occur upon prior notice of thirty (30) days and shall imply a termination fine equivalent to the reimbursement of the discounts applied for the period used. For this purpose, the termination fine shall be considered as payment, within five (5) business days from the notice of termination by the SUBSCRIBER, of the sum of the discounts for the months of effective contract validity up to the date of termination, calculated based on the equivalent of 10% (ten percent) of the monthly fee paid by the SUBSCRIBER to DESKBEE in the months of validity between the 1st (first) and the 12th (twelfth), 12.5% ​​(twelve and a half percent) of the monthly fee paid by the SUBSCRIBER to DESKBEE between the 13th (thirteenth) and the 24th (twenty-fourth) months of validity, and/or 15% (fifteen percent) of the monthly fee paid by the SUBSCRIBER to DESKBEE between the 25th (twenty-fifth) and the 36th (thirty-sixth) months of validity, as defined in the BUSINESS PROPOSAL.

 

8.2. The non-payment of the amounts by the SUBSCRIBER for a period exceeding 60 (sixty) calendar days from the due date of the financial obligation may, at any time, and upon written notice, result in contractual termination by DESKBEE, without any payment being given for the amounts owed. In addition, DESKBEE may also unilaterally terminate this document in case of non-compliance by the SUBSCRIBER, or by third parties authorized by it, of any rule provided for in this document and its annexes, or if they carry out irregular activities, such as:

 

1. a) intentionally or unintentionally violate these Terms, or any applicable local, state, national or international law, ordinance, statute or regulation;

 

1. b) threaten or intimidate another person in any way, including restricting or inhibiting the use of the Deskbee solution;

 

1. c) impersonate any person, including DESKBEE staff or other users, or falsely represent any person, whether natural or legal, through the use of similar email addresses, nicknames, or the creation of false accounts or any other method or procedure;

 

1. d) disguise the origin of any information that is transmitted;

 

1. e) harass or disturb others;

 

1. f) collect or store personal data of other users in an unlawful manner;

 

1. g) slander or disseminate negative comments and messages regarding the Deskbee solution and DESKBEE;

 

1. h) make any communication to DESKBEE or any third party that is unlawful, offensive, threatening, abusive, harassing, defamatory, intimidating, vulgar, obscene, profane, libelous, invasive of someone else’s privacy, hateful, or racially, ethnically or otherwise objectionable, including any information that could be considered hate speech; that is obscene, pornographic in nature; that includes information that the SUBSCRIBER does not have the right to disclose under any law or contract; that infringes any patent, trademark, trade secret, copyright or any other proprietary rights or fiduciary relationships; that is any type of unsolicited advertising or promotional material, or any other form of solicitation (including, but not limited to, spam, junk mail, and chain mail); that is otherwise inappropriate or posted in bad faith; that encourages others to violate these terms; or sign up using fraudulent information or information that violates the provisions of these Terms.

 

8.3. The prior notice of termination does not release the SUBSCRIBER from making the payment of installments due and due in the period, nor does it release DESKBEE from providing the respective services, pursuant to these Terms.

 

8.4. The termination of these Terms shall imply the definitive interruption of the license to use DESKBEE’s software, leaving the SUBSCRIBER to end its use, as well as receiving any updates.

 

9. CIVIL LIABILITY AND THIRD-PARTY RIGHTS

 

9.1. Disclaimer of Warranties for Specific Purposes. The SUBSCRIBER uses the Deskbee solution at their own and exclusive risk. The Deskbee solution and our content are provided “as is” and “as available”. DESKBEE disclaims all warranties and conditions of any kind, whether express, implied or statutory, including, but not limited to, implied warranties of fitness for a particular purpose, as this is a service offered to subscribers from all market segments.

 

9.2. With the exception of the cases provided for in the SLA Clause, DESKBEE is not responsible for damages directly or indirectly caused by the temporary inoperability of the software. Therefore, the SUBSCRIBER is aware that, in order to avoid the interruption of its operations in such circumstances, it is recommended that the SUBSCRIBER maintains parallel or emergency schemes, being its sole responsibility provide such means.

 

9.3. DESKBEE undertakes to provide the services covered by these terms with the employment of qualified personnel and observing the best applicable techniques. However, the SUBSCRIBER shall be solely responsible for verifying the suitability of the input data and insertion of user-configurable operating parameters, as well as for controlling the quality and consistency of the output data and materials generated by the use of the software, which must always check before using them in any applications that critically depend on their accuracy.

 

9.4. DESKBEE shall not be liable for damages that the SUBSCRIBER or third parties may incur as a result of the use of incorrect output data or materials generated with the use of the software due to failure in the use or insertion of parameters by the SUBSCRIBER.

 

9.5. These Terms do not create a labor or social security relationship between DESKBEE’s employees or agents in relation to the SUBSCRIBER, and so on, nor civil or fiscal solidarity between the parties, each of them being responsible for their respective obligations to public bodies and third parties.

 

9.6. DESKBEE undertakes to repeat, without any cost to the SUBSCRIBER, any services performed in a deficient manner, as well as to repair any damage resulting from this type of event, only if the SUBSCRIBER has previously observed all the conditions provided for in these Terms.

 

9.7. DESKBEE’s liability to the SUBSCRIBER, with the exception of breaches of confidentiality and linked to personal data protection, is limited to 100% (one hundred percent) of the global price for the obligations and responsibilities assumed under these Terms, including losses and damages (consequential damages), expenses, fines, etc.

 

9.8. The SUBSCRIBER agrees that under no circumstances shall DESKBEE be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses, resulting from or connected with the Deskbee solution.

 

10. LEGAL COMPLIANCE, INCLUDING TAX, LABOR AND ANTI-CORRUPTION COMPLIANCE

 

10.1. The parties declare that the contracted services may be performed by third-party providers, duly contracted and with a confidentiality agreement and respect for the information security, privacy and conduct standards signed and in force, or by workers duly registered with the employing company, in accordance with the legislation, being obligated for the salaries of the employees, committing to respect the labor, work safety and social security standards in force, being responsible for all expenses and losses resulting from this service. This contract does not establish any employment relationship between the partners, directors, employees and agents of DESKBEE or its subcontractors and the SUBSCRIBER, being the sole and exclusive responsibility of the employing party to respond to any claims, whether labor, commercial, civil and social security, that may be proposed by said persons, since both companies operate independently, in different market segments and do not constitute an economic group.

 

10.2. Each party undertakes to comply with all determinations imposed by the competent public authorities, as well as the payment of all federal, state and municipal taxes that are levied or shall be levied on the contract and/or services, as well as the highlight of the withholding of taxes when mandatory.

 

10.3. The parties undertake not to employ and/or grant night shifts, hazardous or unhealthy work to people under eighteen years of age, and of any work to people under sixteen years of age, except in the condition of apprentice, from the age of fourteen, as well as not to hire companies that use, exploit and/or by any other means or form, employ child or slave-like labor, in disagreement with Law No. 8.069/90 and art. 149 of Decree No. 2.848/40 of the Brazilian Penal Code.

 

10.4. Each party hereby declares that it is aware, knows and understands the terms of Law No. 12.846/2013 – Anti-Corruption Law, and undertakes not to engage in any activity that constitutes a violation of Brazilian anti-corruption rules. Each Party undertakes, through its directors, executive officers, members, owners, employees and representatives or any person acting on its behalf, to conduct its business practices in an ethical manner and in accordance with the legal precepts, and it shall not, in the performance of this Agreement, give, offer, pay, promise to pay or authorize the payment of, directly or indirectly, any money or anything of value to any governmental authority, consultants, representatives, partners, advisors or third parties, for the purpose of influencing any act or decision of the agent or government (including any official or servant of a government or entity owned or controlled by a government or international public organization or any person acting as a government representative or political party candidate), or to ensure any undue advantage or direct business.

 

10.5. The parties undertake to comply with the legislation applicable to their business, especially when acting in the use of the Deskbee Solution.

 

10.6. In the development of any activities related to the performance of the Agreement, the Parties, by mutual agreement, submit to the fulfillment of the duties and obligations regarding the protection of personal data and undertake to treat them in accordance with the provisions of Annex B and with the applicable legislation in force, including, but not limited to, Law No. 12965, of April 23, 2014 and Decree No. 8771, of May 11, 2016 (” Marco Civil da Internet”) and Law No. 13,709, of August 14, 2018 (“General Data Protection Law” or “LGPD”), where applicable and as applicable.

 

11. USE OF DESKBEE SOLUTION BY SUBSCRIBER USERS

 

11.1. THE SUBSCRIBER understands and acknowledges that DESKBEE may establish general practices and limits regarding the use of the Deskbee solution. Therefore, the SUBSCRIBER and each user linked to it agrees that they shall not:

 

1. a) upload, post, send by email or transmit in any other way programming routines, files or programs with the intention of interrupting, destroying or limiting the functionalities of any software or hardware or telecommunications equipment;

 

1. b) interfere with or disrupt the Deskbee solution or the networks connected to it, or disobey any requirements, procedures, policies or regulations of the networks connected to it, or in any other way interfere with the Deskbee solution in any way, including through the use of JavaScript, or other codes;

 

1. c) act in any manner that imposes an excessively heavy, disproportionate or unreasonable load on our infrastructure;

 

1. d) copy, reproduce, alter, modify or publicly display any information that is available on our website (except Your Information), or create derivative works from our website (except Your Information), with the understanding that such actions would constitute copyright infringement or other type of violation of the intellectual property of DESKBEE or any third parties.

 

1. e) attempt, support and/or encourage attempts by third parties to circumvent, reverse engineer, decode, decompile, disassemble or defraud or interfere in any way with aspects of the intellectual properties existing in the Deskbee solution.

 

12. GENERAL CONDITIONS

 

12.1. The taxes included in the contract values are those provided for in the legislation in force on the date of its signature. If official encumbrances of any kind are created, these shall be transferred entirely to the values ​​provided for in the BUSINESS PROPOSAL and the ADHERENCE AGREEMENT.

 

12.2. The non-exercise by the parties of any of their rights or faculties established in these Terms shall not constitute waiver, compromise or novation, which may, at any time, be exercised it in its fullness.

 

12.3. This document may be unilaterally modified by DESKBEE, at any time, upon prior notice of 30 (thirty) days before the changes come into effect. Exclusively with regard to changes that increase fines and charges for default in payment by the SUBSCRIBER and for early termination of the contract by the SUBSCRIBER, these specific changes shall only come into effect at the time of renewal of the contractual term between the parties. If the agreement is valid for an indefinite period, such changes shall come into effect in thirty (30) calendar days, but shall not bind the SUBSCRIBER to a minimum period of permanence, except upon signing an additional renewal term that provides for such hypothesis.

 

12.3.1. Modification made to the ADHERENCE AGREEMENT that have the purpose of changing the rules set forth in these Terms and Conditions of Use shall always prevail, as they are the subject of individual negotiation with the SUBSCRIBER.

 

12.4. DESKBEE may include the SUBSCRIBER‘s logo in its promotional materials, informing that the SUBSCRIBER is a user of the software object of this instrument, as well as disclosing this contractual relationship in communication materials, not violating the obligations related to confidentiality provided for in this chapter. Such authorization may be revoked by the SUBSCRIBER by means of written communication to DESKBEE and with thirty (30) days’ prior notice.

 

12.5. The SUBSCRIBER undertakes not to admit any team member, collaborator or representative of DESKBEE, without DESKBEE’s prior written consent, within twelve (12) months from the date of termination of these Terms. Except in the case of mutual consent, failure to comply with the previous item obliges the violator to reimburse the other party with an amount equivalent to the remuneration that would be received by the professional in a period of twelve (12) months, based on the remuneration of his last full month of work at DESKBEE.

 

12.6. The Parties mutually declare that the purpose of these Terms does not infringe or violate their respective corporate purposes and business activities, nor any rules of a legal, regulatory, administrative, judicial, conventional or contractual nature.

 

12.7. The Parties declare that they are capable of entering into these Terms, also recognizing that they jointly and actively participated in its negotiation and writing, acting in good faith, and in the full expression and free exercise of their will.

 

12.8. The SUBSCRIBER adheres to the Terms irrevocably and irreversibly as to its conditions, obliging their heirs and successors in any capacity, and replacing any other prior understandings, oral or in writing, with respect to its object, terms and conditions, with the exception of e-mails and commercial proposals that are part of these Terms.

 

12.9. The Parties expressly declare and agree that: a) the delay or omission in the exercise of rights guaranteed to them by law or by this instrument shall not constitute novation or waiver of such rights, nor shall it prejudice their contingent and timely exercise; b) the waiver of their rights, by reason of the law or these Terms, shall only be valid if formalized in writing; c) the nullity or invalidity of any of the clauses of these Terms shall not affect the validity and effectiveness of the remaining clauses, which shall remain in full force and effect.

 

12.10. All correspondence, notifications and communications between the parties must be made via e-mail, registered letter, notary public notice or any other suitable means that allow confirmation of receipt, and the Party that changes address, e-mail or telephone communicate the other immediately in writing.

 

12.11. DESKBEE may, at any given time, assign, in whole or in part, the rights and obligations arising from this instrument, provided that the assignee party assumes all the commitments stipulated herein. However, the SUBSCRIBER may not assign this instrument without written authorization from DESKBEE under any circumstances.

 

12.12. All rights not expressly provided for in these Terms of Use are reserved by DESKBEE.

 

13. CONFLICT RESOLUTION AND JURISDICTION

 

13.1. Should you feel aggrieved in relation to any content, experience in the Deskbee solution or in relation to DESKBEE, you must send a notification to DESKBEE via email, requesting clarifications and possible extrajudicial resolution of the complaint.

 

13.1.1. DESKBEE shall make all possible efforts to clarify the complaint, as well as eventually resolve it as quickly as possible, including with the manufacturer, responding to the email address that is registered in the database.

 

13.1.2. Notifications sent by the you must be sent exclusively electronically and must contain the following information:

 

1. a) Identification of the subject of the complaint;

 

1. b) Identification of the material that allegedly represents the infringement or information necessary for the proper identification of the complaint; and

 

1. c) The notifier declares that the information contained in the notification is accurate and true, under penalty of incurring the consequent civil and criminal liabilities.

 

13.1.2.1. Notifications shall be sent to DESKBEE at the following email address: [email protected].

 

13.2. Negotiation. Either party may initiate negotiations by giving written notice to the other party stating the reason for the dispute and the desired solution. The recipient of such notice must respond in writing within fifteen (15) business days with a statement of the position taken and recommended solution. If the dispute is not resolved through such exchange of correspondence, representatives of both parties with authority to do so shall meet in person or otherwise, at a mutually agreed upon time and place, within thirty (30) business days of the first contact, for the purpose of exchanging relevant information and perspectives, as well as to attempt to resolve the dispute.

 

13.3. In the event of the ineffectiveness of the previous procedures, to resolve any disputes arising from this instrument, the parties elect the District Court of Porto Alegre, Rio Grande do Sul, Brazil, with express waiver of any other, however privileged it may be.

 

In witness whereof, the SUBSCRIBER hereby declares to be in agreement with the conditions of these Terms & Conditions of Use.