Agreement and Terms of Use

CONTRACT FOR SERVICES


ATTENTION: Please read carefully the terms and conditions of use of this agreement, as by signing up to the Agidesk Software use license you agree and accept the terms of this agreement.


This Agreement is between you and the entity Alegre Soluções em Desenvolvimento LTDA , registered with the CNPJ under number: 24.453.3363.0001 /40 , which owns and operates the Cloud Software called AGIDESK that you are contracting. "You" means the entity that you represent by accepting the terms of this Agreement or, if this does not apply, you individually. If you are accepting on behalf of your employer or another entity, you represent and warrant that: (i) you have full legal authority to bind your employer or such entity to these Terms; (ii) you have read and understood the Agreement; and (iii) you agree to its Terms on behalf of the party you represent. If you do not have the legal authority to bind your employer or the applicable entity, do not click the "I Agree" (or similar button or checkbox) that is presented to you, or make any payment on behalf of your employer, or sign or accept the commercial proposal presented.

PLEASE NOTE THAT IF YOU SUBSCRIBE TO A CLOUD PRODUCT USING AN EMAIL ADDRESS OF YOUR EMPLOYER OR OTHER ENTITY, THEN (A) YOU WILL BE CONSIDERED AS A REPRESENTATIVE OF SUCH PARTY, (B) YOUR CLICK TO ACCEPT, OR EMAIL TO ACCEPT , WILL BIND YOUR EMPLOYER OR THAT ENTITY TO THIS AGREEMENT AND ITS TERMS AND (C) THE WORD "YOU" IN THESE TERMS WILL BIND YOUR EMPLOYER OR THAT ENTITY.

This Agreement is effective from the date you click "I Agree" (or similar button or checkbox) or use or access a Cloud Product, whichever comes first (the "Effective Date"). This Agreement does not need to be signed to be binding. You indicate your agreement to this Agreement and its Terms by clicking "I Agree" (or similar button or checkbox), or at the time you sign up for a cloud product, create a cloud product account, or do a request and accepted in a commercial proposal. For Free Products, you also indicate your agreement to these Terms by accessing or using the applicable No-Charge Product.

And, when collectively, designated only as "PARTIES", they have mutually agreed upon the following:


By using the AGIDESK Software, the CONTRACTING PARTY agrees to be bound by the Terms and Conditions of Use, reproduced below. For the purposes of this Agreement, the following terms have the definition and scope referred to herein:

- Purpose of using the AGIDESK Software : B2B and/or B2B2C Customer Service Management Software.


- Type of Service : SaaS – software as a service – subscription software service.


- Access Address : https://agidesk.com


- Software Localization : The software is hosted on a cloud computing server (cloud), in a high availability provider. Each customer will receive 100GB of space for storage. Additional spaces will cost BRL 199.90/month for each 100GB.


- Access to the software : The software is accessed by the CONTRACTING PARTY through the Internet using the Google Chrome browser.


- Onboarding : Initial client process that includes the technical setup of the account, training and monitoring of users in the first 30 days after contracting.


- Payment for the service : The CONTRACTING PARTY pays an amount, by way of licensing, for the use of the software (according to the contracted plan) and another, related to the contracted implementation ( standard or bespoke).


- Types of deployment : The standard deployment is the one with a scope limited to a certain number of hours or number of items that will be covered during the deployment process. The custom-made deployment, on the other hand, is a customized deployment model for the customer's needs, covering negotiations by area to be deployed and will be charged per hour of service. In both cases, the details of the type of implementation must be made in the commercial proposal, which is an integral and inseparable part of this contract.


- Contracted AGIDESK Plan : The contracted plan will be provided in the commercial proposal presented, which, after being signed, constitutes an integral part of this contract.

The plan can be contracted directly through the account created through the Agidesk website, in this situation the customer can choose the plan and the number of licenses contracted through the menu "my account/payments".

All Agidesk plans are Monthly or Annual. Except for Free Products, all Cloud Products are offered by monthly subscription or by annual subscription. Training and deployments will also be offered, the price and payment terms of which must be included in the commercial proposal.

Renewals: Unless otherwise specified in your Order, unless either party cancels your subscription prior to the expiration of the current Subscription Term, your subscription will automatically renew for another Subscription Term of a period equal to your Subscription Term initial.

You will provide any non-renewal notice through the terms we designate, which may include account settings on Cloud Products or contacting our support team.

Canceling your subscription means you will not be billed for the next billing cycle, but you will not receive refunds or credits for amounts that have already been billed.

All renewals are subject to the applicable cloud product that continues to be offered and will be billed at the current rates shown on our website.

Adding Users: You can add users, increase storage limits or increase usage of Cloud products by placing a new order or modifying an existing order. Unless otherwise specified in the applicable Order, we will charge you for any increased usage in our then-current rates, proportionate to the remainder of the then-current Subscription Term.

Payment: You will pay all fees under each Order, for the due dates and in the currency specified in the Order.

If a purchase order number is required for an invoice to be paid, you must provide this order number to Alegre by sending the order number to the email address provided in the business proposal.

For Additional Services provided at any location other than Agidesk's headquarters, unless otherwise specified in your Order, you will reimburse us for our pre-approved travel, accommodation and meal expenses, which we may charge as incurred. You agree that we may bill your credit card or other form of payment for renewals, additional users, overages to set limits or scopes of use, expenses and unpaid fees, as applicable.

Delivery: We will deliver login instructions for Cloud products to your account or by other reasonable means at the latest when we receive payment of the applicable fees. You are responsible for accessing your account to determine that we have received payment and that your Order has been processed. All deliveries under these Terms will be electronic.


- Confidentiality of the Contracting Party's information : The CONTRACTOR undertakes to maintain the confidentiality of the information exchanged and generated by the CONTRACTING PARTY during the use of the software described in this CONTRACT, not directly or indirectly disclosing or transmitting the information exchanged to third parties, pursuant to clause H .


A) Terms of Service:

  1. The CONTRACTOR reserves the right to update and change the terms of service provision periodically and without prior notice, such change being communicated to the CONTRACTING PARTY via email and taking effect from the first day of the month following the respective communication . If you do not agree with the change, the CONTRACTING PARTY will have the right to cease, either at the time of receiving the communication or by the end of the month of notification of the change, the use of the AGIDESK Software, without any penalty or indemnity, and without the obligation to pay the other monthly amounts that would be due until the end of the term of the contract. If such amounts have been previously paid by the CONTRACTING PARTY, the CONTRACTOR shall refund such amounts to the CONTRACTING PARTY.
  2. The use of the service by the CONTRACTING PARTY after the entry into force of the changes to the terms and conditions of the provision of services will be considered as express acceptance of such changes.
  3. Violation of any of the conditions established in the terms of the provision of service gives the CONTRACTOR the right to close the infringing CONTRACTING PARTY's account.
  4. The CONTRACTOR reserves the right to develop and launch new features that are not included in the current plan contracted by the CONTRACTING PARTY, which in turn will be able to access these improvements through an upgrade to other plans.
  5. The CONTRACTING PARTY accepts and agrees that the CONTRACTED PARTY cannot be held responsible for the contents inserted by it into the service. The CONTRACTING PARTY expressly accepts that it assumes the risk of inappropriate use of the service.
  6. The CONTRACTOR does not transact or sell data between customers. The stored data can be used at the discretion of information validation in the CONTRACTING PARTY's database.
  7. The CONTRACTOR undertakes to keep the software available, except with planned and notified, in advance, for maintenance.
  8. The CONTRACTING PARTY may consult the updated version of the terms of service provision at any time by accessing the website https://www.agidesk.com/terms .

B) Software Usage Terms:

  1. The CONTRACTING PARTY is solely responsible for the decision to increase or reduce the number of users of its account.
  2. The CONTRACTING PARTY expressly understands and accepts that the CONTRACTED PARTY cannot be held liable, even in negligence, for any type of damage resulting from the misuse of the software by the CONTRACTING PARTY or by a third party accessing user data through the software. .
  3. The CONTRACTOR may suspend the service or part of it, whenever it detects the need to change or correct the software, notifying the fact to the CONTRACTING PARTY by any reasonably understandable means, respecting the provisions of item 7 of clause A - Terms of Provision of Services. The CONTRACTING PARTY expressly accepts that the CONTRACTOR automatically provides it with changes and corrections as part of the service. .
  4. In the event that the service is permanently discontinued, the CONTRACTOR shall inform the CONTRACTING PARTY of this fact at least 60 (sixty) days in advance. During the notice period, it is incumbent upon the CONTRACTING PARTY to remove all information existing in the application. After closing the account, the CONTRACTOR will proceed with the deletion of all existing data in the application. Upon discontinuation of services, the CONTRACTING PARTY will not pay any other additional monthly amounts that have been agreed between the PARTIES and, if it has previously paid such amounts, the CONTRACTOR shall refund them to the CONTRACTING PARTY. .

C) Account Terms of Use:

  1. To subscribe to the service, the CONTRACTING PARTY must indicate its complete identification (corporate name, domicile or registered office, CNPJ/CPF), a valid email address and any other additional information, necessary for the provision of the service, that is requested by the CONTRACTOR.
  2. Training (onboarding) at the time of hiring is mandatory to ensure that users are enabled in the functional use of the software.
  3. In cases of replacements and/or additions of new users, it is important that everyone is enabled to use the software. In this case, the hiring of training in the form of a service is optional, or the CONTRACTING PARTY may opt for training in "recorded video" format.
  4. The user is solely and exclusively responsible for maintaining the security of his personal, individual and private account and password. The CONTRACTOR shall not be held liable for any loss or damage resulting from non-compliance by the user or failure to comply with this security obligation.
  5. By disclosing information generated in the software, the CONTRACTING PARTY declares to be the owner of these contents, exempting the CONTRACTOR from any and all liabilities of any nature. The AGIDESK Software is the means for viewing and distributing this data.
  6. The CONTRACTING PARTY may not use the service for any illegal, illicit, fraudulent or unauthorized purposes, being fully responsible for any content promoted.
  7. The CONTRACTING PARTY is responsible for establishing the internal rules for the security and protection of its data in relation to its users.

D) Payment Terms, Software Usage Release, Refund, Upgrade and Downgrade:

  1. Software prices are published on the CONTRACTOR's website.
  2. Payment for the service will be made through payment of a bank slip or credit card, made with the elements provided by the CONTRACTOR.
  3. The service is charged in advance (prepaid), depending on the contracted frequency and is non-refundable. Reimbursement may occur to the CONTRACTING PARTY only in the following cases:

  4. (i) If the contract is terminated by the CONTRACTING PARTY in view of the CONTRACTOR's breach of any of the conditions established for the provision of the service;
    (ii) If the CONTRACTING PARTY does not agree with the amendment to the terms of the provision of services by the CONTRACTOR (see clause A, item 1).

  5. The release to use the software is carried out for a 14-day trial period, immediately after the creation of the account through the CONTRACTOR's website. During the testing period, the CONTRACTOR is not responsible for the delivery of data that have been entered on the platform. The definitive release, for the contracted period established in the commercial proposal, will be made after identification and/or proof of the first payment.
    The creation of an account in the Software, the acceptance of the commercial proposal by e-mail, or the payment of the first monthly or annual fee, constitutes the definitive acceptance of this Agreement and its Terms, and the action that constitutes the first is valid.
  6. If the CONTRACTING PARTY intends to add/remove users to its account, it must contact its Commercial Manager to request a commercial proposal. In case the CONTRACTING PARTY creates new agents, it accepts from now on the additional monthly or annual charge, referring to the number of agents inserted in the platform.
  7. If the CONTRACTING PARTY intends to upgrade an application, it will be charged the difference in the list price of the respective packages, and the pro-rata calculation will apply when contracted within the current cycle.

F) Renewal, Cancellation, Default, Suspension and Interest/Fine:

  1. The contract, either in the monthly or annual plan modality, will have a minimum term of 12 months, and the renewal will be performed automatically, at each end of the contracted plan period, in the same modality of the initial contract. If the CONTRACTING PARTY wishes to change the plan at the end of the contract, it must manifest itself 60 days in advance.
  2. After the first year of the contract, the Monthly plan will be renewed automatically, every 12 months and, if the CONTRACTING PARTY wishes to cancel the contract, it must manifest itself 60 days in advance.
  3. The contract will be readjusted annually by the IGPM index, or, failing that, by an equivalent index or one that may replace it.
  4. If the CONTRACTING PARTY wishes to cancel the contract:

  5. a) Monthly Plan: in case of cancellation of the monthly plan, a fine of 30% will be charged on the residual value of the contract , calculated between the cancellation date and the end date of the contracted term. The CONTRACTING PARTY must request the cancellation of the account 60 days in advance, and pay all outstanding amounts, in addition to the cancellation penalty.
    b) Annual Plan: for annual plans, a 12-month advance payment is required, and the withdrawal period will be 30 days after the acceptance of the proposal, a situation that will affect the return of 70% of the amount paid on the licenses. If the customer chooses to cancel after this period, there will be no refund of amounts paid. In both cases, there will be no refund of amounts paid for consulting, implementation and training services.
    c) The CONTRACTING PARTY must request the cancellation with its Commercial Manager;
    d) The CONTRACTING PARTY will have a period of 15 days to back up (or request that it be done) the backup of its data and, after this period, its account and respective data will be deleted.

  6. The cancellation of the account does not exempt the CONTRACTING PARTY from payments of overdue charges that have not been paid, until the date of cancellation.
  7. A CONTRACTING PARTY who is in default, 10 days late, will have access blocked, as well as the service interrupted.
  8. A CONTRACTING PARTY who is in default, with a delay of more than 30 days from the due date, will have access canceled, its account and respective data deleted, and the outstanding titles will be protested at the Protest Office, until the outstanding amounts are paid.
  9. The CONTRACTOR reserves the right to charge a fine and interest for delay when it deems it necessary, where 5% fine and 2% interest per day of delay will be applied.
  10. The CONTRACTOR will not make refunds in the event of cancellations of plans with advance payment, except in the cases provided for in clause E, item 4, item 'b'.
  11. The service cannot be suspended or paused by the CONTRACTING PARTY. If the CONTRACTING PARTY chooses to suspend the service, it must request the cancellation and bear the costs involved and subsequently request a new contract with the updated values.
  12. The non-use of the AGIDESK Software for a period by the CONTRACTING PARTY will not serve as an argument for non-payment during this period.

G) Software Intellectual Property Rights:

  1. All rights to the service are reserved to the CONTRACTOR. The CONTRACTING PARTY accepts that the service contains protected and confidential information that is protected by applicable law.
  2. The CONTRACTING PARTY may not duplicate, copy, reproduce, redistribute, reuse any part of the software or materials provided by the CONTRACTOR, or visual design elements or concepts without the express written authorization of the CONTRACTOR, under penalty of incurring civil and criminal liability.
  3. The CONTRACTOR does not claim intellectual property rights on the data that the CONTRACTING PARTY inserts into the service.
  4. The CONTRACTOR undertakes to maintain confidentiality and not disclose, by any means, the data entered by the CONTRACTING PARTY, in the use of the software, to which it may have access.
  5. The CONTRACTING PARTY may not:

    I. Make the AGIDESK Software available to any third party not authorized or otherwise described in this agreement;
    II. Use the AGIDESK Software to provide services to third parties in a way that is not expressly permitted by the contract, with the exception of customers who are part of the AGIDESK channel program;
    III. Interfering or intentionally harming the integrity of the AGIDESK Software or the data contained therein;
    IV. Attempting to gain unauthorized access to the AGIDESK Software or its related systems or networks;
    V. Use the AGIDESK Software to cause damage, such as overload, or create various agents for the purpose of harming third party operations;
    SAW. Delete or modify any software markings, or any notice, copyright of the CONTRACTOR.

H) Confidentiality Terms:

  1. CONFIDENTIAL INFORMATION, and hereinafter referred to, is considered to be any and all information that is disclosed by one of the parties to the other, whether verbally, in writing, by electronic means or by any other form of tangible transmission, and which by determination of one or both the parties, due to their essential characteristics or due to factual circumstances, cannot be made public, and must be protected by confidentiality and secrecy, as provided in this instrument.
  2. The CONTRACTOR undertakes to:

    (a) Ensure the maintenance of secrecy and confidentiality of all CONFIDENTIAL INFORMATION that may become aware of or access, or that may be entrusted to it for any reason, including during the term of contracting the services offered;
    (b) To cause its partners, directors, employees, agents, consultants, contractors, representatives or any other person under their responsibility (direct or indirect), or any other persons from related companies, to keep all INFORMATION confidential and confidential. CONFIDENTIAL to which they have access;
    (c) Not to disclose to third parties, reveal, market, reproduce or otherwise dispose of the CONFIDENTIAL INFORMATION received from the other party about itself (the other party), about third parties, including on the activities carried out in the properties, unless prior authorization and by writing from the other party;
    (d) Not to make or allow copies to be made of CONFIDENTIAL INFORMATION unless authorized in advance and in writing by the other party;
    (e) Not to use CONFIDENTIAL INFORMATION for interests outside the achievement of the eventually adjusted goals;
    (f) Take all reasonable security precautions to protect the integrity and confidentiality of CONFIDENTIAL INFORMATION;
    (g) Not to disclose to third parties the existence of this Confidentiality Agreement or its object without the prior written consent of the other party.

  3. The CONTRACTOR will be jointly and severally liable for damages, eventually caused, by acts of its employees, agents, contractors or third parties under its responsibility to the CONTRACTING PARTY or third parties.
  4. In case of need for use or disclosure to third parties of CONFIDENTIAL INFORMATION, the CONTRACTOR shall, during the term of this agreement, obtain, for such purpose, prior written authorization from the other party.
  5. In case of need for use or disclosure of CONFIDENTIAL INFORMATION due to the law or court order and/or the Public Administration, the party that is thus obliged to use or disclose the CONFIDENTIAL INFORMATION shall notify the other party, immediately and in writing, the mandatory disclosure, even before such disclosure, so that the other party can take the necessary measures to ensure the confidentiality of the information, using for this the measures, whether judicial or not, applicable to the case, in order to obtain success in safeguarding the secrecy and confidentiality rights established herein.
  6. The PARTIES agree that the confidentiality disciplined in this agreement imposes obligations to do and not to do, and the specific performance of these obligations is applicable to prevent or remedy the breach of this agreement, and the party that has its CONFIDENTIAL INFORMATION disclosed may proceed in accordance with articles 632 and following of the Brazilian Code of Civil Procedure, without prejudice to other measures provided for by law.
  7. The following are excluded from the definition of CONFIDENTIAL INFORMATION:

    I. That have been published or have become in the public domain, provided that such fact has not occurred through acts or omissions of the parties;
    II. That has been provided or brought to the attention of the parties by third parties, who do not act directly or indirectly on behalf of the parties, information that is legally disclosed and without restriction as to its use or disclosure;
    III. That they are already in their possession, as can be demonstrated by the existing files, provided that this information is not the object of another confidentiality agreement or confidentiality obligation between the parties;
    IV. That have their disclosure approved in advance and in writing by the party that disclosed it, pursuant to the fourth clause mentioned above, provided that the limits and conditions set forth in the permission to disclose the information are respected; or
    V. Which have to be disclosed by virtue of law, court order and/or the Public Administration, respecting the strict limits of the request or determination and observing the terms set forth in the fourth clause above.

  8. The confidentiality obligations, as set forth above, become effective from the acceptance of the Agreement and will last until the end of the period of 180 (one hundred and eighty) days after the effective date or cancellation of the agreement, with the agreement of the parties that said confidentiality obligations are now set to be in force regardless of the duration of the objectives eventually established and until the term set forth in this clause is fully exhausted.

I) Technical Support provided by the CONTRACTOR:

  1. Office hours: Technical Support: 9 am to 12 pm and 1 pm to 5 pm - on weekdays.
  2. The primary service channel (Technical Support) is provided via the customer portal which can be accessed through the address: https://atendimento.agidesk.com (it may be necessary to make a brief registration to access the customer portal). The customer may choose to request service through email at contato@atendimento.agidesk.com, to the CONTRACTING PARTY and the holders of active accounts. In complex cases, the service can be directed to telephone (51) 3074-0869 to facilitate understanding.
  3. Technical calls are answered in chronological order.
  4. Technical Support's first response time is up to 24 hours (on business days).
  5. The negotiations between the CONTRACTING PARTY and the CONTRACTOR via Customer Success take place primarily by email, telephone or online conference, respectively, in this order, always with an appointment, and the attendant does not have the obligation to provide immediate assistance to the CONTRACTING PARTY.
  6. More complex problems: the CONTRACTOR's Technical Support team makes a diagnosis and provides the CONTRACTING PARTY with a deadline for resolution.
  7. Technical Support professionals are not allowed to answer calls through "Skype", "WhatsApp" and other "instant message" programs.
  8. For better control of technical calls, it is always recommended to use the Customer Portal or the customer service@atendimento.agidesk.com channel.
  9. The provision of services does not include the face-to-face visit of the CONTRACTOR's professionals at the CONTRACTING PARTY's site for technical, commercial and/or training purposes, unless expressly agreed in the commercial proposal, which may incur additional costs to cover travel expenses, food and lodging.

J) General Conditions:

  1. The service is provided through the Internet, whereby the CONTRACTOR is not responsible for the CONTRACTING PARTY's connectivity failure and inherent impossibility of its use.
  2. The CONTRACTOR does not guarantee that the service will meet the specific needs of the CONTRACTOR. The CONTRACTOR makes onboarding available to resolve any doubts regarding the use of the AGIDESK Software.
  3. For any and all questions of whatever nature arising from the application, interpretation or execution of this contract, the jurisdiction of the district of Porto Alegre/RS will be competent, expressly waiving any other.

K) Agreement to Accept the Agreement

  • The signatory of this contract declares, under the penalties of the law, that it is an attorney-in-fact or legal representative, duly constituted in the form of the CONTRACTING PARTY's Bylaws or Articles of Incorporation, with powers to assume the obligations contracted herein.

    And that, in agreement with the terms and conditions expressed in this document, you agree and sign this MEMBERSHIP AGREEMENT.

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