CHECK OUT OUR TERMS OF SERVICE
This Terms of Service (“Terms”) sets forth the terms and conditions governing the engagement for use of the CHECKLIST FÁCIL PLATFORM and constitutes a legal and binding agreement between STARIAN S.A., CNPJ/MF No. 15.087.394/0001-34 (“Checklist Fácil”) and the Client (“Client”) identified in the acceptance instrument (“Acceptance Instrument”), jointly referred to as the “Parties” or individually as a “Party.”
By signing the Acceptance Instrument, the Client expresses full agreement to be bound by all the conditions of these Terms, as well as full awareness of all responsibilities associated therewith. The use of any functionality of the Checklist Fácil Platform implies full awareness and acceptance of these Terms. The Client is advised to carefully read all of its provisions before using the Software.1.1. These Terms establish the conditions for the licensing of the use of the Checklist Fácil software (“Checklist Fácil Platform” or “Software”), under the SaaS (Software as a Service) model, as well as any integrated and/or contracted services, all of which are jointly referred to as the “Services.”
1.1.1. The license to use the Services is granted to the Client on a temporary, non-exclusive, non-transferable, revocable, and onerous basis, as contracted at the time of execution of the Acceptance Instrument.
1.1.2. The Software is licensed “as is,” without any express or implied warranty, including, without limitation, any warranties related to title, merchantability, satisfactory quality, non-infringement, or fitness for a particular purpose.
2.1. These Terms shall remain in effect for the initial term identified in the Acceptance Instrument (“Initial Term”), counted from the date of its execution, and shall be automatically renewed for an indefinite period, unless the Client communicates its intention not to renew at least 30 (thirty) days prior to the end of the Initial Term, by email to: financeirochecklist@starian.com.
3.1. In consideration for the performance of the Services, the Client shall pay the amounts specified in the Acceptance Instrument, in accordance with the deadlines, payment method, terms, and conditions set forth therein, read together with the provisions of these Terms (“Compensation”).
3.1.1. Billing and collection for implementation services shall be carried out on the first business day of the month following the execution of the Acceptance Instrument, in accordance with the amounts and payment method specified therein. The amounts relating to the continued use of the Software shall be billed monthly by Checklist Fácil, always on the first business day of each month, based on the current month, observing the due date indicated in the Acceptance Instrument.
3.1.2. The first monthly billing shall correspond to the proportional amount for the days elapsed between the date the Software is made available and the date of the first billing.
3.2. If the Client exceeds the number of contracted users or units, as defined in the Acceptance Instrument, the respective additional amounts shall be due to Checklist Fácil and added to the Compensation.
3.2.1. The calculation of any additional amount to be charged under the active licenses and units model shall be based on the sum of the following items:
3.2.2. For clarification purposes, an active user or unit means one for which the system is available for use at any time during the month, as indicated by the “Active” field in the system.
3.3. The Compensation shall be adjusted every 12 (twelve) months, as from the date of the Initial Term, based on the positive variation of the IPCA index, or at the shortest interval permitted by the legislation in force at the time.
3.3.1. If the index referred to in the preceding item: (i) is discontinued, (ii) has its use expressly prohibited by law, or (iii) shows a negative variation, the adjustment shall be made in accordance with the positive variation of the index to be chosen by the Parties from among those legally permitted.
3.3.2. It is agreed that the adjusted Compensation shall become effective as from the base month for the adjustment, regardless of notice or the execution of an amendment or equivalent document, provided there is no different negotiation in progress and no contractual formalization to the contrary.
3.4. The amount of the Compensation includes all applicable taxes and, should the financial balance of the engagement be affected as a result of external factors, including but not limited to a positive variation in the exchange rate, legislative changes, and/or the creation or increase of tax(es) resulting in an increase in part or all of the amounts for the Services, the Compensation shall be adjusted in order to preserve its economic balance.
3.5. In the event of late payment of part or all of the Compensation, Checklist Fácil may, at its discretion, apply default interest of 1% per month and a penalty of 2% on the overdue amount, together with monetary adjustment. As for the monetary adjustment applied, it may, at Checklist Fácil’s discretion, be calculated proportionally between the due date and the date of actual payment of the overdue amount, based on the positive variation of the IPCA index.
3.5.1. In the event of delay exceeding 30 (thirty) days, Checklist Fácil shall notify the Client of the default and may, at its discretion, suspend the provision of the Services until the outstanding financial obligations are settled.
3.6. If the Client has specific rules for the issuance of invoices, including but not limited to the generation of a purchase order and approval of a measurement report, and also has a tax receipt cut-off date (“Cut-Off Date”), the Client shall be required to complete the release process before the Cut-Off Date. If such release occurs after the Cut-Off Date, Checklist Fácil reserves the right to issue the respective invoice, even within the same month.
3.7. If billing approval by the Client is required, the Client shall be obligated to send the information necessary for billing by the 20th (twentieth) day of the current month; otherwise, Checklist Fácil may, at its sole discretion, suspend access to the system on the first business day following the aforementioned deadline.
3.8. If the Client requires specific administrative procedures for the submission of the invoice that result in additional costs for Checklist Fácil, such costs shall be added to the amount of compensation established in the agreement.
3.9. The Client acknowledges that, upon requesting the reduction or modification of the contracted Services, with changes to the characteristics of the originally selected scope, the full amounts relating to the month in which such request is made shall remain due, and no proportional refund shall apply.
4.1. This Term may be terminated at any time, by either Party, as the case may be, if any of the following occur:
a) failure to pay, partially or in full, the Remuneration, for a period of more than ninety (90) days, without prejudice to pending Remuneration payments, which will remain due even after the termination of the contract;
b) for stoppage of Checklist Fácil’s activities by judicial determination, fortuitous event, force majeure or any other reason beyond its control, exceeding 30 (thirty days), which is why there will be no contractual burden on the Customer;
c) if any of the Parties declares bankruptcy, judicial or extrajudicial liquidation or judicial or extrajudicial reorganization;
d) in the event that either Party fails to fulfill its obligations or fails to correct any irregularity, which it exclusively causes within the scope of this contract, within fifteen (15) days from the written notice sent by the other Party, without prejudice to the determination of losses and damages and the payment of the amounts of Remuneration due at the time of termination.
4.2. Either Party may terminate the contract without providing justification (“Unjustified”), provided that it communicates, in writing, to the other Party. From the communication of termination, the contract will remain active and in force for another 30 (thirty) days (“Prior Notice”), during which time Checklist Fácil will continue to perform the agreed Services, being entitled to receive the respective Remuneration until the effective date of contractual termination, that is, the end date of the Prior Notice.
4.2.1. The communication of termination by the Customer must be sent to Checklist Fácil, through the e-mail: liderescs@checklistfacil.com.
4.2.2. The termination without cause will not entail any burden, fine or penalty to any of the Parties, without prejudice to the outstanding payments to Checklist Fácil, which will remain due even after the termination of the contract.
4.2.3. Any special commercial conditions offered by Checklist Fácil may be subject to the fulfillment of a minimum loyalty period, which will be provided for in the Term of Acceptance. In this case, if the Client performs the unjustified termination before the end of this period, a fine will be due as established in the aforementioned Term of Acceptance.
4.2.4. When the Client acquires the Deployment or it is included in the contracted plan, it is established that, in cases of notification of unjustified termination by the Client to Checklist Fácil, after the conclusion of the Software Deployment services, there will be no burden, fine or penalty to any of the Parties, without prejudice to any pending Remuneration payments to Checklist Fácil, which will remain due even after the termination of the contract.
4.2.5. In cases of notification of termination without cause by the Customer during the Implementation of the Software, or before its conclusion, the amount proportional to the days elapsed between the meeting at the beginning of the Implementation and the contractual termination will be due, as a penalty, which will occur with the end of the Prior Notice.
4.2.5.1. To calculate the amount due, the total amount foreseen for the Deployment will be divided by the number of days indicated below and then multiplied by the proportional number of days in which the Deployment was actually carried out: i) for the Standard and Pro Plans, forty-five (45) calendar days will be considered; ii) For the Enterprise Plan, 56 (fifty-six) calendar days will be considered.
5.1. The Checklist Fácil Software is a software developed specifically to manage processes and control operations in real time in the business context. The Customer is expressly prohibited from using or allowing the use of the Software for any purpose other than as provided for in these Terms.
5.2. Customer undertakes and undertakes to use the Software for:
5.3. Customer Success (CS): If the value of the monthly Remuneration is greater than R$1,800.00 (one thousand eight hundred reais), Checklist Fácil will indicate, at the time of contracting or expanding the scope, as the case may be, a responsible person who will act as the Customer’s Customer Success (CS), who will aim to support him in the use of the Software during the term of the contract, including the realization and availability of an online monthly agenda for monitoring and strategic support.
5.4. Integrated Services: Integrated Services are the tools and functionalities provided by third-party companies (“Third-Party Company”), which may be integrated into the Checklist Fácil Software. Such services may involve additional costs and must be contracted by the Customer with Checklist Fácil upon prior acceptance of the respective terms of adhesion and/or opt-in, which will be made available prior to contracting.
5.4.1. The Client may contract the integration with Platafoma Runrun.it, according to commercial conditions to be negotiated with Checklist Fácil, and the integration is subject to the “General Terms and Conditions of Use of the Runrun.it Platform”, available at the link: https://runrun.it/pt-BR/gerenciador-de-tarefas-termos-de-uso, which are now part of this Term.
5.5.
Access: Access to the Software by the Client’s users will be made by means of a personal, individual and non-transferable password, and the Client’s users are solely responsible for its safekeeping and confidentiality, through the website made available by Checklist Fácil, after defining its address between the Parties, which will be on a server managed by Checklist Fácil.
5.6. Implementation (“Implementation”): When applicable, the Implementation of the contracted plan may be carried out by Checklist Fácil, through the provision of Implementation training and consulting, provided that they are contracted by the Client, consisting of 5 (five) meetings of 1 (one) hour each (“Implementation Meetings”) with pre-defined themes and directed to the Client’s need for use.
5.6.1.
Prior to the beginning of the Implementation, the Customer must define: (i) the person responsible for the Implementation (Key User), and up to 6 (six) employees who must participate in the Implementation Meetings; (ii) one (1) process that will be implemented for Customer to understand the operation of the Software.
5.6.2. The Client will lose the right to reschedule the Implementation Meeting in the event of non-attendance, without prior notice of up to 48 (forty-eight) hours, except in cases of proven justification. In addition, the Implementation may be terminated, by the Checklist Fácil, without the possibility of reimbursement of the amounts paid, when the Client does not attend the Implementation Meetings in a repeated manner or fails to comply with the deadline for completion of the Implementation: (i) 45 (forty-five) calendar days for the Standard and Pro Plans and; (ii) fifty-six (56) calendar days for Enterprise Plan, counted from the first meeting finalized between the Parties.
5.7. Service Level: Provided that the conditions set forth in this Term are observed, the Checklist Fácil offers continuous access to the Service, 24 (twenty-four) hours a day, 7 (seven) days a week, ensuring a minimum monthly availability rate of 99% (ninety-nine percent), not considering the following events in the accounting:
5.8. Emergency or Scheduled Shutdowns (“Shutdowns”): Checklist Fácil may perform emergency or scheduled interventions whenever necessary to ensure the security and stability of the infrastructure that supports the Software, as well as for the implementation of improvements. During Shutdowns, partial or total system unavailability may occur.
5.8.1. In the Scheduled Shutdown, the Customer will be notified in advance, via e-mail, about the unavailability of the Software and other details of the suspension.
5.9. Checklist Fácil may change and manage any technical procedure related to hosting provided by a subcontractor without prior notice, provided that such change does not cause damage to the Client’s environment in the Software.
5.10. Checklist Fácil may make changes to the contents, tools and functionalities of the Software, as well as delete them, without prior notice, provided that such changes do not compromise the essential functionality of the contracted Services.
5.11. The Client acknowledges that the computer services aim to support and instrumentalize its business, being aware that the Services are subject to failures or instabilities, so that in any interruptions, errors or unavailability of the Software, it will be up to it to adopt alternative measures for the fulfillment of its own activities and obligations.
5.12. Backup: Checklist Fácil will make a backup with data retention for a period of 30 (thirty) days, so that on the 31st (thirty-first day), the Backup will be unusable without the possibility of recovery. Backup is performed daily and incrementally, that is, at times defined and executed by Checklist Fácil. A Backup will be performed daily and added to the previous Backup .
5.13. Data retention: the Customer’s database will be stored, by Checklist Fácil, for up to 180 (one hundred and eighty) days from the date of termination of the use of the Software, for any reason. After this period, Checklist Fácil will delete all Data that is processed during the use of the Software, except for the maintenance of the data necessary to comply with a legal obligation or to exercise a right in a judicial or administrative proceeding.
5.14. Checklist Fácil will under no circumstances be responsible for:
6.1. Support and Maintenance Services: The following are considered as part of the Support and Maintenance Services:
6.2. The Support and Maintenance Services will be performed during business hours, from Monday to Friday, from 8 am to 8 pm, Brasília time, except on national, municipal and state holidays in the city of Florianópolis/SC.
6.2.1. For service, at the time defined in clause 6.2, the Customer must use the chat available (“Call”), to interact with a person responsible for the Checklist Fácil, accessible directly in the Software or by filling out the support form available 24 (twenty four) hours a day (“Support Channel”).
6.2.2. The Calls will be classified by the Checklist Fácil according to the degree of severity, under the terms of the item Severity Level of the Term of Acceptance and will be closed by the Checklist Fácil if the Customer does not respond within 10 (ten) business days, for calls classified as “Problem”, or 5 (five) business days , in the “Task” and “Question” categories.
6.3. Checklist Fácil will not provide Support and Maintenance Services if it is evident that there was a lack of training or basic knowledge for the operation of the system by the Customer.
6.4. The following services are not understood as Support and Maintenance Services and will be charged separately, upon formalization:
7.1. All rights related to the intellectual property of the Software, in its entirety, are and will remain the property of Checklist Fácil, and the Client does not have any intellectual property rights, including its commercial exploitation, or any modifications or evolutions developed by Checklist Fácil on the Software.
7.2. The use by the Customer of the brand and logo of Checklist Fácil, of the MultiSaaS Group or of the brand or logo of the Software or of the MultiSaaS Group is prohibited.
7.3. It is forbidden for the Client, without the prior, specific and written authorization of Checklist Fácil’s legal representative:
7.4. In the event of non-compliance by the Customer, Checklist Fácil reserves the right to interrupt the Services and/or terminate this Term, at its discretion, without prejudice to the calculation and collection of losses and damages eventually caused to Checklist Fácil.
7.5. Checklist Fácil may audit the data entered in the Software in order to verify the correct use within the limits contained in this Term.
7.6. Checklist Fácil will be responsible for the Customer’s defense, exempting from liability and indemnifying the Customer with respect to claims or actions of third parties, under the exclusive and proven allegation that the Software violates the intellectual property rights of third parties, provided that the Customer:
8.1. It is expected that, in the execution of this Agreement, the Parties will process personal data of collaborators, employees, partners and partners, data that may identify them or make them identifiable. The Parties reciprocally declare that they are obliged to observe all the care and legal rules that enforce the right to privacy and data protection of these individuals, in particular the provisions of Law No. 13,709/18 (General Law for the Protection of Personal Data).
8.2. The Parties reciprocally declare that they have no interest, economic, academic or commercial, in the eventual processing of such personal data, and therefore ensure that they will not make inappropriate and improper use of them, except for the activities necessary for the execution of the contractual obligations established herein and the fulfillment of legal duty(s).
8.3. In the event of an information security incident with a potential breach of personal data, the Parties mutually undertake to communicate to the other within 72 (seventy-two) hours, in order to collaborate in the efforts to control and mitigate losses.
8.4. In accordance with the provisions of Law No. 13,709/2018 (General Law for the Protection of Personal Data – LGPD), as a result of this assignment of the right of use, the personal data eventually entered by the Customer in the Checklist Fácil Software will be treated by Checklist Fácil as the OPERATOR, and must be collected, stored and used under the guidance and control of the Customer, solely for (i) the fulfillment of contractual obligations; (ii) execution of the Client’s legal duty and/or the Checklist Fácil, when applicable; and (iii) any exercise of right in judicial or administrative proceedings.
8.5. As a PROCESSOR of personal data, Checklist Fácil undertakes to process personal data in accordance with the Data Processing Agreement (DPA), available at https://checklistfacil.com/dpa/, which is now part of this Term for all purposes.
9.1. The Parties, by themselves, their employees and agents, undertake to maintain confidentiality during the term of this Term for a period of twenty-four (24) months after its termination, for any reason, about any data, materials, documents, technical or commercial specifications, innovations, improvement of Software, or general data to which they have access as a result of this Term, and may not, under any pretext, reveal, reproduce or transmit by any means to third parties, except when there is prior written consent from the other Party, being responsible for the losses and damages caused to the other Party.
9.2. The information made available and inserted in the Software by the Client may be collected and used by Checklist Fácil and partners for the purpose of improving and enhancing the functionalities of the Software, as well as for the preparation of statistics and general studies, without specifying or identifying the Client, and such practice does not violate the confidentiality clauses of this Term.
9.3. In the event that either Party becomes legally obligated to disclose any of the Information, the Party that has been required to disclose any Data shall notify the other Party of such obligation within a reasonable time. In addition, the Party will only disclose that portion of the Confidential Information that is legally required.
10.1. The Parties declare that they comply and will comply with all regulations related to anti-corruption, money laundering, anti-bribery, antitrust, conflict of interest and human rights, including but not limited to Brazilian anti-corruption legislation (and its decrees), as well as legislation and regulations related to anti-money laundering and terrorist financing, as well as any Brazilian legislation relating to money laundering.
10.2. The Parties declare for all purposes that:
10.3. The Parties are aware of the existence and undertake to inform each other, through their Ethics Channels, about practices that are not consistent with the ethical principles established in this title.
10.3.1. The Checklist Fácil Reporting Channel can be accessed at the following https://www.contatoseguro.com.br/pt/starian.
10.4. The Client declares that it is aware of and accepts the terms contained in the Code of Ethics and the Anti-Corruption Policy of Checklist Fácil, documents found at the following link: https://starian.com.br/documentos-legais/.
10.5. Failure to comply with or violation, by any of the Parties, of any practices established in this title may lead to the immediate termination of this Term by the other Party, as well as the determination and collection of any losses and damages.
11.1. In the execution of the Services, Checklist Fácil will be responsible for the repair of damages proven to have been caused, solely and exclusively to the Customer, limited to its respective and exclusive participation in the harmful event resulting from proven intent or fault (negligence, recklessness or malpractice) and directly related to the material breach of the essential obligations expressly established in this Term.
11.1.1. Checklist Fácil’s liability will be limited to the amount corresponding to the Remuneration paid by the Client in the last 12 (twelve) months prior to the date of occurrence of the triggering event of the obligation to repair, and if 12 (twelve) months have not elapsed, the amount will be proportional to the total of the installments of Remuneration effectively paid up to the date of the triggering event of the obligation to repair.
11.2. Checklist Fácil will not be responsible for:
12.1. The provisions of this Term shall prevail: (i) over all understandings, negotiations and agreements, prior, express or oral, between the Parties that are related to the object hereof, as well as (ii) in the event of conflict between the Term, its addenda and annexes, integral and inseparable parts thereof, or any other documents issued by the Parties.
12.2. As access to the Services is non-transferable, the Customer acknowledges and accepts that it is prohibited to allow the use of the Services by any third party.
12.3. The Customer may not, directly or indirectly, harass, make proposals or hire professionals from Checklist Fácil, during the term of this Term for a period of 2 (two) years after its termination, unless there is a written agreement between the Parties. In the event of non-compliance with the above, a fine equivalent to 12 (twelve) times the gross salary of the employee enticed at the time of the infraction is stipulated.
12.4. If any provision of these Terms is held to be unlawful, void or unenforceable for any reason, the remaining provisions shall not be affected and shall remain valid and enforceable.
12.5. Any notice, request or other communication under these Terms shall be made by e-mail to the recipient party’s e-mail address.
12.6. This Term may not be assigned or transferred by either Party without the prior written consent of the other Party. The client, however, hereby authorizes Checklist Fácil to assign or transfer this Term to any company in its Corporate Group.
12.7. Each of the Parties will be solely responsible for its directors, employees, representatives and contractors, as well as for the labor, social security and/or any other amounts, due and/or claimed by them.
12.8. The omission or tolerance of either Party to demand strict compliance with the obligations herein contracted or to exercise any right arising from this Agreement shall not constitute novation, transaction or waiver, nor shall it affect the right of said party to, at any time, demand compliance with the obligations and/or exercise its rights.
12.9. The Customer hereby authorizes the use of its name and logos or registered trademarks in the Checklist Fácil portfolio, on the website and in any promotional material, printed or digital, of Checklist Fácil’s services, free of charge.
12.10. The contracting and use of the Software licensing are intended for the Customer’s production chain in the development of its own economic activity, that is, serving as a promotion of its business activity and, consequently, for the improvement of the provision of services to its customers. Thus, the Client is not the final recipient of the Software, and there is no consumer relationship between the parties. Therefore, the Consumer Protection Code does not apply within the scope of this Agreement.
12.11. The Client guarantees that it is duly represented under the terms of its articles of incorporation or corporation, and that the signatory(ies) of this Term has full authority, powers and legitimacy to assume, on behalf of the Client, all the obligations set forth herein.
12.12. Checklist Fácil reserves the right, at any time, to update or modify these terms, either including, removing or changing any of its conditions. Changes will always occur to reflect changes to the Software, such as adding or excluding functionality, whether for legal, regulatory, or security reasons.
12.12.1. In the event of changes to this Term that cause significant changes in use or conditions previously agreed with the Client or user, they will be notified and will have the opportunity to analyze the changes, except in urgent situations, such as to avoid copyright abuse or respond to legal requirements. If the Customer does not agree with the new terms, he may request termination without cause as determined in this Term.
12.13. The Client agrees and accepts that this instrument may be signed by means of an electronic signature, pursuant to article 10, paragraph 2, of Provisional Measure No. 2,200-2/2001, dispensing with the signature of witnesses pursuant to paragraph 4 of article 784 of the Code of Civil Procedure (Law No. 13,105/15).
12.14. This Term shall be governed and interpreted in accordance with the laws of the Federative Republic of Brazil and the jurisdiction of the City of Florianópolis – SC and/or São Paulo – SP is elected to resolve any controversy or dispute related to this Term.
By accepting this Term, the Client declares to have read, understood and agreed with all its terms, fully and unrestrictedly.
