FacilitaPay, through this online platform (“Platform”), operates as a payment institution authorized to issue electronic currency, conduct foreign exchange operations, and provide eFX services, in accordance with the Brazilian Central Bank (“BCB”) Resolution No. 80 of March 25, 2021 (“Resolution 80/21”) and BCB Resolution No. 277 of December 31, 2022 (“Resolution 277/22”).

Through the Platform, legal entities (“Clients”) can hire FacilitaPay to provide the following services: (i) opening prepaid payment accounts (“Account Services”); (ii) settling foreign exchange transactions up to $100,000 or its equivalent in other currencies (“Foreign Exchange Services”); and (iii) providing international payment or transfer services (“eFX Services,” collectively referred to with Account Services and Foreign Exchange Services as the “Services”).

The Services are provided under these General Terms and Conditions of Use of the Platform (“Terms and Conditions”) and their respective annexes, which govern each specific Service.

By using the Platform, the Client fully agrees to these Terms and Conditions. If the Client disagrees with any of the terms herein, they must refrain from using the Platform. Use of the Platform indicates the Client’s acceptance of these Terms and Conditions. Such acceptance must be confirmed by a legally authorized representative of the Client with sufficient power to contract the described Services for the Client's benefit.

For more information about FacilitaPay, please visit: https://www.facilitapay.com.
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‍INTRODUCTION:
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These Terms and Conditions outline how the Platform operates and how the Client can utilize it and the Services.

The Services regulated by these Terms and Conditions can be contracted individually or as a bundle. In the event of any conflict between these Terms and Conditions and the provisions in the annexes, the specific provisions in the annexes will prevail.

For any questions regarding these Terms and Conditions, Clients may contact FacilitaPay through the following email addresses: compliance@facilitapay.com, hello@facilitapay.com, or ouvidoria@facilitapay.com.
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We kindly ask Clients to read these Terms and Conditions carefully, along with our privacy policy (available online at “Privacy Policy”).
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By using the Platform, including any Services provided by FacilitaPay, Clients must confirm that they have read, understood, and agreed to these Terms and Conditions as well as the Privacy Policy (both as amended from time to time).

References in these Terms and Conditions to “we” and “our” mean FacilitaPay. References to “system,” “application,” “Platform,” or “site” refer to services provided by FacilitaPay through its systems, including web and mobile, as well as any other online services offered by FacilitaPay, and all data managed, displayed, or transmitted through such services. References to “you,” “your,” and “yours” refer to the Client, including its responsibilities and those of its designated Users (as defined below).

Each Service is subject to the specific conditions outlined in the annexes of these Terms and Conditions. FacilitaPay reserves the right to modify these Terms and Conditions at its sole discretion, notifying Clients (except for mere formal amendments). If Clients and their Users continue to use the Platform, FacilitaPay assumes agreement with all changes made to the Terms and Conditions.

1. REQUIREMENTS TO BECOME A CUSTOMER AND REGISTRATION PROCESS

1.1. The Client must meet the following minimum requirements to be a FacilitaPay Client:

(a) be a legal entity duly constituted and validly existing in accordance with the laws of its country of origin;(
b) faithfully present all the documents and information that will be requested from the Client by the Platform in the registration and risk analysis process, as applicable, including any and all additional documentation that is necessary for FacilitaPay to complete the Client's analyses that it deems necessary; and
(c) register, at least, one (1) legal representative who has sufficient powers, in a legally verifiable manner, to: (i) represent the Client, especially in the contracting of foreign exchange operations, opening and operation of prepaid payment accounts offered by FacilitaPay and contracting eFX services; and (ii) act as a user of the Platform or appoint 1 (one) or more people to act as users of the Platform ("Users").

1.2. Users referred by the Client must meet the following criteria to access the Platform:

(a) be over 18 (eighteen) years of age and be duly registered in the Individual Taxpayer Registry of the Ministry of Finance (CPF/MF) or in the equivalent government agency in their country of origin, as the case may be;
(b) faithfully present all the documents and information that will be requested about Users by the Platform in the registration and risk analysis process, as applicable, including any and all additional documentation that is necessary for FacilitaPay to complete the analyses of the Users it deems necessary; and
(c) be duly vested with sufficient powers, verifiably and satisfactorily to FacilitaPay, to represent the Client and contract foreign exchange operations, operate prepaid payment accounts and use eFX services for the benefit of the Client.

1.3. In order to use the Platform and Services, the Client must provide the information and documents requested by FacilitaPay through the Platform, regarding the Client and the Users who may be registered. FacilitaPay may at any time request additional information and documents related to the Client, its legal representatives, agents, economic group, final beneficiaries and Users, as it deems necessary.

1.3.1. As part of the registration process, FacilitaPay will need to confirm the identity of the Client and Users. Thus, in addition to requesting the sending of information and copies of documents from the Client and Users through the Platform, FacilitaPay may request the sending of certified or simple copies of identification documents, articles of incorporation, as well as any other documents/information that it may need. If the identification documents, corporate acts, or others that are requested, are not properly submitted, the Client will not be able to use the Services and/or the Platform, and FacilitaPay will not be obliged to register the Users.

1.4. By sending information and documents to FacilitaPay, the Client assumes full responsibility, for all legal purposes, for the content, updating, veracity, accuracy and authenticity of the information sent by itself or by its legal representatives, employees, service providers or collaborators of any nature.

1.5. Once the Client has registered, registered the Users on the Platform and requested the provision of any of the Platform Services by signing the specific agreement set forth as an annex to these Terms and Conditions, FacilitaPay will use the information provided to (i) identify the Client, its legal representatives, agents and final beneficiaries,  which will also be subjected to all the checks provided for herein; (ii) assess the risk of the Client and the User; (iii) carry out checks for the purpose of preventing money laundering, terrorist financing and the proliferation of weapons of mass destruction; and (iv) carry out other checks that are required by its internal documents and/or current legislation, which includes the regulations issued by the BCB and the National Monetary Council ("CMN").

1.6. Depending on the Service provided by FacilitaPay, the requested information may be shared with FacilitaPay's partner entities, which may include any financial institutions ("Partners") that may be responsible for offering certain Services in partnership with FacilitaPay and/or settling certain foreign exchange transactions. The Client hereby authorizes FacilitaPay to share the information and documents provided by the Client with the Partners so that it can also carry out the necessary checks on the Client, its legal representatives, agents, final beneficiaries and Users.  

1.7. By registering, the Client expressly authorizes FacilitaPay and the Partners to consult, on its behalf, the name of its partners, legal representatives, attorneys-in-fact and final beneficiaries, in the BCB Credit Information System ("SCR") and other public or private databases that it deems necessary, national or international, in order to verify its compliance with legal and regulatory standards.  as well as to analyze its solvency capacity and identify the Client's corporate structure, for the purposes of risk control and compliance with regulatory standards and current legislation.

1.7.1. The information consulted by FacilitaPay and/or Partners via SCR or any other database will be considered valid and true for the purposes of background checks, so that any rectifications are the sole responsibility of the sender or issuer of the information, with whom the Client must directly deal with any correction requests.

1.7.2. Consultations carried out in public and private databases, to guarantee the Client's suitability and respect for current regulations, may be carried out periodically by FacilitaPay and/or Partners without the need to request a new authorization. Thus, the authorization granted by the Client will be in force as long as the commercial relationship maintained between the Client and FacilitaPay exists.

1.8. The Client agrees to provide complete information and documents to FacilitaPay and will provide FacilitaPay with information about its economic and financial capacity, the reason for the exchange operations, as well as any other information that may be requested, such as, for example, relationship with the final beneficiary of the remittance of funds to or from abroad or documents that support the economic rationale of an operation. If sufficient information is not provided, FacilitaPay reserves the right not to provide the Services to the Client.
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2. ACCESS TO THE PLATFORM AND CREATION OF USERS

2.1. The Client, by expressing its express agreement with these Terms and Conditions, acknowledges and accepts that, after approval of the registration by FacilitaPay, an account will be created in FacilitaPay's restricted environment, as provided for in the main agreement for the provision of financial and technological services. Access to this account will take place through the restricted area integrated via API, without the need for new logins or specific passwords, according to the provisions of the main contract.

2.2. The Client is fully responsible for the security and confidentiality of the means of access to the restricted area and for the management of permissions assigned to its authorized representatives. FacilitaPay is not responsible for unauthorized access resulting from the Client's negligence in relation to the protection of their credentials or integrations.

2.3. The Client is responsible for all information and activities carried out through the restricted area made available, including operations carried out by representatives or agents authorized to use the services on its behalf. Any breach of security or suspicion of unauthorized use must be immediately notified to FacilitaPay by the means of contact indicated in Clause 15.

2.4. FacilitaPay reserves the right to block access to the restricted area or refuse instructions from the Client if suspicious, fraudulent or unauthorized activities are detected, or if the representative who has made the access is not duly vested with the necessary powers to act on behalf of the Client.

2.5. Access to the restricted area is conditional on agreement to the Terms and Conditions, as well as successful integration via API, as described in the main agreement.

3. CONTRACTING OF EFX SERVICES

3.1. The contracting of eFX services provided by FacilitaPay is subject to the provisions established in the main contract for the provision of financial and technological services.

3.2. The Client shall comply with the pricing conditions set out in the annex to the master contract to carry out eFX operations, as well as comply with the applicable contractual and regulatory obligations.

3.3. Any questions or requests related to eFX services should be directed to FacilitaPay, according to the contact channels indicated in Clause 15.

4. SETTLEMENT OF FOREIGN EXCHANGE TRANSACTIONS

4.1. In order to contract the Exchange Services that will be settled directly by FacilitaPay, the Client must provide a series of information and consents. If its Users choose the option of contracting this service on the Platform, the Client expresses its unequivocal awareness that the "Global Agreement for the Closing of Foreign Exchange Transactions", which governs these relationships, is set forth in Annex II of these Terms and Conditions.

5. USE OF THE PREPAID PAYMENT ACCOUNT

5.1. The Customer may request the opening of a prepaid payment account aware that:

5.1.1. For Customers not resident in Brazil, the provisions of Annex III.1 of these Terms and Conditions apply.

5.1.2. For Customers residing in Brazil, the provisions of Annex III.2 of these Terms and Conditions apply.

5.2. Agreement with these Terms and Conditions implies reading, understanding and acceptance of the relevant provisions in the applicable annexes, which regulate the opening and operation of the prepaid payment account.

4.2. For clarity, FacilitaPay uses the concept of resident and non-resident provided for in BCB Resolution No. 280 of December 31, 2022. Thus, a legal entity domiciled or headquartered in Brazil is considered a resident and an entity domiciled or headquartered abroad is considered a non-resident.

4.3. In both cases, the Client must always keep in its prepaid payment account sufficient amounts to comply with the payment orders made on the Platform, by the Client and its Users. The amounts held in this account will not guarantee the Client any type of remuneration.

5. TRANSACTIONAL LIMITS

5.1. FacilitaPay may establish periodic transactional limits to Customers for the use of a certain Service based on: (i) the information and documents provided by the Customer; (ii) the independent analysis carried out by FacilitaPay; and (iii) in FacilitaPay's internal documents and regulations issued by the BCB and CMN.

5.2. The transactional limits established by FacilitaPay may change at any time, and limitations on use may occur due to counterparties, amounts, times, nature of transaction, among other risks identified by FacilitaPay.

6. CHARGES AND RATES

6.1. FacilitaPay will charge the monthly amount of R$ 120.00 (one hundred and twenty) reais for the maintenance of the prepaid payment account that will be debited from the available balance in the Customer's prepaid payment account on the 5th of each month.

6.1.1. FacilitaPay does not charge fees due to the settlement of payment transactions when carried out within the scope of Pix and that involve: (i) transfers initiated by an individual or individual entrepreneur for the purpose of transfer or purchase; or (ii) transfers received by an individual or individual entrepreneur.

6.2. Charges and fees due by the Customer will be charged in accordance with the Services contracted and used by the Customer, always in accordance with the amounts informed to the Customer at the signing of the respective contract related to the Service, provided as an annex applicable to these Terms and Conditions.

6.3. Any tax that may be levied on the contracted Services and whose taxable event is related to the Services contracted by the Client must be paid solely and exclusively by the Client.

6.4. The quotations, fees, terms and other financial information made available by FacilitaPay to the Client or Users are dynamic, merely indicative and may be subject to registration approval, approval of the Client's risk profile, market variations and other conditions of the product or service in force on the date of contracting, becoming effective only and exclusively on the date of signature of the Service contract or equivalent document.

6.5. The charges and fees charged by FacilitaPay may be periodically readjusted to maintain the economic and financial balance of the contracts. Any adjustment of charges and fees will be communicated to the Customer 30 (thirty) days in advance. If the Client does not agree with the adjustment of charges and fees, the Client must immediately notify FacilitaPay so that the outstanding obligations are settled and the termination of the contracted Services is resolved, as the case may be.

7. PLATFORM SECURITY

7.1. FacilitaPay adopts all measures within its reach to ensure the security of the Platform and the access credentials of the Client and its Users.

7.2. To ensure the security of its access credentials, the Client must ensure that its Users comply with the following obligations:

(a) Not to lend, assign or transmit your access data to third parties;

(b) Not to share information related to your access data;

(c) Maintain the individual use of each User's access credentials;

(d) Properly preserve and store the access credentials of each User; and

(e) Cancel and generate new Users as necessary and when it is presumed that a User's current access has been misplaced or compromised or if the User is no longer linked to the Customer.

7.3. The Client is responsible for the misuse of credentials to access the Platform by its Users and by the mobile devices that have access to the Platform, and must immediately report to FacilitaPay any loss, compromise or misuse of these.

8. EXTINCTION OF USER REGISTRATION

8.1. At any time, the Customer may delete the credentials of its Users. If the Client wishes to delete a User's credentials, he/she may cancel the registration directly on the Platform or inform the intention by email, and FacilitaPay will provide for the cancellation of the registration within 5 (five) business days from the receipt of his/her message communicating the intention to cancel. The Customer shall assume responsibility for any and all obligations created through the excluded User.

8.2. Without prejudice to the hypotheses of termination provided for in each contract of the Services, FacilitaPay may cancel the registration of all Users and exclude the Client from the Platform in the following cases:

(a) if the Customer or any of its Users breaches any provision, obligation, term or condition set forth in these Terms and Conditions, the Privacy Policy and, as the case may be, the contract governing the applicable Service;

(b) if there is suspicion that the Client or the User has committed fraud, has been involved in money laundering or any other criminal activities;

(c) if the Client or its Users use the Platform or information available on the Platform for the benefit of third parties, without the prior and express written consent of FacilitaPay; and/or

(d) if the Client and/or any of its Users use the Platform in any of the following ways:

(i) that causes or may cause interruption, damage or any other negative and/or adverse effect on the Platform and/or its access; and/or

(ii) to send, use or re-use any material that is unlawful, offensive, abusive, indecent, defamatory, obscene or threatening; or in violation of copyright, trademark, privacy, or any other right; or in any other way harmful to third parties; or objectionable; or that consists of, or contains viruses, political campaigning, commercial solicitation, chain letters, mass messages or any spam.

8.3. The cancellation of a User's or Client's registration with FacilitaPay will not result in the exoneration of the obligations that the Client and/or its Users have assumed on the Platform and/or in the contracting of Services. FacilitaPay may collect any outstanding amounts that are owed by the Client to FacilitaPay or any Partners.

9. GENERAL CONDITIONS

9.1. The information provided on the Platform is directed exclusively to Customers and their Users always for the purposes of contracting and performing the Services through the Platform. This information is not intended for distribution or use by any person or entity other than for the purposes stipulated on the Platform.

9.2. It is permitted to download and print content from the Platform solely for the Client's own use to the extent necessary to use the Services provided on this Platform. The content made available on the Platform may not be copied or reproduced, modified, redistributed, or used in any way or for any other purpose without our express prior written consent.

9.3. Although FacilitaPay uses reasonable efforts to keep the Platform available for access on an ongoing basis, access to the Platform may eventually be interrupted, suspended and/or restricted, at any time, including, without limitation, due to maintenance and updates that may be necessary.

9.4. The Client agrees, for itself and its Users, to use the Platform only for legal and lawful purposes and in a way that does not infringe the rights of any third parties, including FacilitaPay and any Partners.

9.5. The Client declares that it has taken all reasonable precautions to ensure that all data submitted or submitted to the Platform is free of viruses, any other malware and/or anything else that may cause harmful effects, directly or indirectly, to the Platform and/or any of the Users.

9.6. The Client will be responsible for all costs eventually incurred due to access to the Platform and for all costs, charges and fees incurred as a result of the contracting by itself or its Users of the Services provided by FacilitaPay.

9.7. FacilitaPay has no responsibility for the use of the content of the Platform, and such use is made entirely at the Client's own risk. While we take reasonable precautions to seek to prevent viruses or other malicious programs from occurring on the Platform, we assume no liability should they occur. It is Customer's responsibility to use, update and maintain the  appropriate antivirus software on the computer and mobile devices that may access the Platform.

9.8. The information transmitted through the Platform passes through public telecommunications networks. FacilitaPay will not have any responsibility if communications sent through the Platform are intercepted by third parties or incorrectly delivered or not delivered.

10. PRIVACY

10.1. The Client agrees, for itself and its Users, that any and all information, including those of a personal nature, that it provides to FacilitaPay through the Platform may be treated, collected, stored, processed and used in accordance with our current Privacy Policy (accessible online at https://www.facilitapay.com/politica-de-privacidade).

11. INTELLECTUAL PROPERTY RIGHTS

11.1. Subject to the provisions below, FacilitaPay owns all present and future copyrights, registered and unregistered trademarks,  registered or unregistered design rights, database rights and all other intellectual property rights in relation to the Platform.

11.2. If, and to the extent that any intellectual property rights owned by the Client, by law or otherwise, come to be displayed on the Platform, the Client agrees to authorize FacilitaPay and third parties authorized by FacilitaPay to use and convey such intellectual property on our Platform.

11.3. The Client grants FacilitaPay the exclusive, royalty-free, indefinite license worldwide, to use, copy, distribute, publish and transmit to third parties the data that the Client or its Users submit to the Platform, so that we can develop our solutions and services provided, always observing the terms of the Privacy Policy.

11.4. It is forbidden to use, copy, reproduce, modify, translate, publish, transmit, distribute, perform, upload, display, license, sell, exploit, scrapping  and/or reverse engineer the content of the Platform, for any purpose, without the prior and express consent of FacilitaPay. Any unauthorized use will be considered a violation of intellectual property rights and will entail the duty to indemnify for the improper use.

12. RESPONSIBILITY OF THE CLIENT AND USERS

12.1. The Client is responsible for itself and its Users before FacilitaPay for any loss or damage, direct and/or indirect, suffered by FacilitaPay as a result of any violation, direct and/or indirect, of these Terms and Conditions, the Privacy Policy, any contract that regulates the Services, as well as for any misuse of the Platform.

12.2. The Client agrees that, in the use of the Platform, it is strictly prohibited:

(a) assign, sublicense, sell, donate, dispose of, rent, distribute, transmit or transfer, in whole or in part, to third parties, in any way, in any capacity, as well as copy, modify, expand, reduce, adapt, translate, decompile, disassemble, reverse engineer or in any way economically exploit the Platform, including the data and information made available, as well as use them for purposes not provided for in these Terms and Conditions or for the creation or provision of other products or services competing with those offered on the Platform;

(b) disseminate or install viruses or any other malicious code, file or software for the purpose of interrupting, destroying, improperly accessing, limiting or interfering with the operation or security of the Platform, as well as the information, data and equipment of FacilitaPay, other FacilitaPay Customers or third parties, or for any other illicit purpose;

(c) use and access the Platform or perform acts in a way that impairs its security, integrity, availability and/or normal functioning;

(d) perform acts that cause or may cause any type of damage or loss to FacilitaPay or any third party, that violate our rights, those of our partners, our users, any third parties or that violate public order;

(e) use the Platform for purposes considered illicit, illegal, fraudulent or harmful, or in relation to any illicit, illegal, fraudulent or harmful activity or purpose, or for the practice of acts considered threatening, malicious, abusive, offensive, defamatory, harassing, obscene or indecent, or that promote hatred, incite violence or racial, political or religious intolerance;

(f) remove notices or quotations of any copyright, trademark or other proprietary rights contained in the Platform or in any content or other material available on it;

(g) make available and/or disseminate information or any unsolicited or unauthorized content, such as "SPAM" or content belonging to third parties and that you do not have the right to use, such as copyrighted content or content containing personal data of third parties;

(h) create access accounts by automated means or with false or fraudulent pretenses;

(i) use robots, spiders, crawlers, scrapers, or other automated means or interfaces to access the Platform or extract information from others who use the Platform;

(j) use the Platform to perform acts that violate ethical and moral standards or applicable legal norms, and distortion of the purpose of the services is prohibited. For example, the practice of acts that: (i) violate privacy and honor or that denigrate and harm third parties; (ii) infringe the intellectual property rights of others; (iii) aims to obtain illegal access to our data or that of third parties; or (iv) misleads;

(k) access the Platform, or any data contained therein, in an unauthorized manner;

(l) violate the privacy of other Customers, Users or the Platform; or

(m) perform any act contrary to the legislation in force or to these Terms and Conditions.

13. RESPONSIBILITY OF FACILITAPAY

13.1. FacilitaPay does not assume any responsibility for any losses and/or damages, direct and/or indirect, that may be suffered from the participation of the Client and, if applicable, the User, and/or the use of the services provided through the Platform, except when such loss or damage arises from proven intent by FacilitaPay,  according to a final and unappealable decision.

13.2. FacilitaPay is not responsible for any breach of these Terms and Conditions and/or the Privacy Policy and/or the agreements governing the specific Services arising from circumstances beyond our control.

14. CONTACT

14.1. If the Client or its Users have any questions about these Terms and Conditions, the Privacy Policy and/or any contract specific to the Services, or wish to contact FacilitaPay for reasons related to these, they must contact us at the e-mail: compliance@facilitapay.com, and, for any other reason, at the e-mails: ouvidoria@facilitapay.com, or hello@facilitapay.com.

15. ADDITIONAL TERMS AND CONDITIONS

15.1. The nullity or invalidity of any of the provisions of these Terms and Conditions will not affect the validity and effectiveness of the other clauses, or of the contracts specific to the Services or of any other instruments that FacilitaPay has signed with Partners. In the event that any judicial decision pronounces on the invalidity or ineffectiveness of any of the provisions of these Terms and Conditions, the parties must replace the rule in question with another that, being lawful, allows the practical results initially sought to be achieved, to the greatest extent possible.

15.2. All waivers, indemnities, and exclusions in these Terms and Conditions will survive the termination of the agreement between us for any reason.

15.3. The Client acknowledges, for itself and its Users, that: (a) the non-exercise or delay in exercising any right granted to them hereby or by law will not constitute novation or waiver of such right, nor will it prejudice the eventual exercise of said right, at any time; and (b) the waiver of any of the rights or powers provided for herein will only be valid if formalized in writing.

15.4. These Terms and Conditions, the Privacy Policy and each of the specific contracts that regulate the Services signed establish the entire agreement between the Client and FacilitaPay regarding the use of the Platform and contracting of the Services, and these documents replace any and all representations, communications and previous agreements (written or oral) made by FacilitaPay or by the Client.

15.5. FacilitaPay may assign, transfer, novate or not exercise any of its rights under these Terms and Conditions, by itself or through any legal entity and/or other legal entity that is or will become under the control or ownership interest of FacilitaPay.

15.6. These Terms and Conditions are governed by the laws of the Federative Republic of Brazil. Any dispute arising from these Terms and Conditions shall be settled in the Court of the City of Belo Horizonte, State of Minas Gerais, and the parties waive any other, however privileged it may be or may be.

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