Terms of use

1. Company identification

1.1. The platform is operated by Rakero Group LTDA, enrolled with the Brazilian corporate taxpayer registry (CNPJ) under no. 65.038.076/0001-51, headquartered in Alphaville, Barueri, State of São Paulo, Brazil ("Rakero").

1.2. Official contact channel: email [email protected]. Website: rakero.com.br.

2. Purpose

2.1. Rakero offers a B2B (business to business) software platform, intended exclusively for companies, composed of the following products:

• Rakero Commissions: management and calculation of affiliate commissions;
• Rakero Suppliers: supplier lifecycle management, from invoice to payment;
• Rakero Anomalies: anomaly detection and anti-fraud powered by artificial intelligence.

2.2. Rakero Suppliers is the product available on a self-service basis, contracted directly through the website. Rakero Commissions and Rakero Anomalies are contracted commercially, through negotiation and a specific agreement with Rakero. In case of conflict between these terms and a specific agreement signed between the parties, the specific agreement prevails.

2.3. Unless otherwise stated, the clauses of these terms regarding free trial, plans, payment, usage limits, cancellation and payment default (clauses 4 to 8) apply to Rakero Suppliers.

3. Registration and account

3.1. Use of the platform requires the creation of an account linked to a company, identified by its CNPJ (Brazilian corporate taxpayer number). The platform is intended for legal entities; the individual who registers declares that they have the authority to represent the registered company.

3.2. At registration, the customer provides data such as name, email, CNPJ or CPF and phone number, and undertakes to provide true, complete and up-to-date information, keeping it updated throughout the life of the account.

3.3. The customer is solely responsible for keeping its access credentials (login and password) confidential and for all activity carried out through its account. In case of suspected unauthorized use, the customer must change the password immediately and notify Rakero at [email protected].

3.4. Rakero may refuse, suspend or terminate registrations that contain false information, violate these terms or show signs of fraud or misuse.

4. Free trial

4.1. Rakero Suppliers offers a free trial period of 14 days, with no credit card or any form of payment required at signup.

4.2. The free trial grants access to the product's features during the evaluation period. At the end of the trial period, if the customer does not subscribe to a paid plan, access to the features may be terminated or limited until a plan is purchased, with no charge of any kind.

4.3. Rakero may limit the free trial to one period per company (CNPJ) and adopt anti-abuse measures, including the early termination of trials that show signs of abuse, such as duplicate registrations created to obtain new free periods.

5. Plans and payment

5.1. Rakero Suppliers is offered in the following plans, defined by company type:

5.2. Annual plans correspond to a 20% discount compared to the equivalent monthly price.

5.3. The subscription renews automatically at the end of each cycle (monthly or annual), charged to the same registered payment method, until the customer cancels.

5.4. Rakero may change plan prices with at least 30 days prior notice, sent to the customer by email. The new price takes effect from the billing cycle following the end of the notice period. If the customer does not agree with the new price, it may cancel the subscription before renewal, without any penalty.

5.5. Prices are expressed in Brazilian reais (BRL) and do not include any taxes that may be legally required in addition to the price.

6. Usage limits

6.1. Each company (CNPJ) may process up to 500 invoices per month on the platform.

6.2. The customer undertakes to make reasonable use of the platform, consistent with the normal operation of a company of its size. The following are prohibited, among others: use for unlawful purposes; attempts to circumvent technical or commercial limits; reverse engineering, copying or reselling the platform; sharing a single account between different companies; and submitting malicious content.

6.3. In case of use that exceeds the limits or violates this clause, Rakero may notify the customer to remedy the situation and, if the violation persists, suspend or terminate access.

7. Cancellation

7.1. The customer may cancel the subscription at any time, through the platform itself or through the [email protected] channel, without penalty or cancellation fee.

7.2. Cancellation takes effect at the end of the already paid cycle (monthly or annual). The customer keeps access to the platform until the end of that cycle, and no further charges are made after cancellation.

7.3. Amounts already paid for the current cycle are not refunded, except where required by law.

8. Payment default

8.1. If a subscription charge fails, Rakero will keep the customer's access to the platform for 7 days, during which new charge attempts may be made and the customer may fix the payment method.

8.2. After the 7 days without regularization, Rakero may suspend access to the platform.

8.3. Suspension does not imply immediate deletion of the customer's data. Once payment is regularized, access is reactivated.

9. Customer responsibilities

9.1. The customer is solely responsible for the content it submits to the platform, including supplier data and invoices, and for the truthfulness, accuracy and tax compliance of those documents and information.

9.2. Rakero processes documents and data as provided by the customer and does not validate the tax, accounting or legal compliance of the customer's operations before third parties or authorities.

9.3. Supplier payments made through the platform are initiated via Open Finance, a standard regulated by the Central Bank of Brazil. Authorization of each payment always takes place within the customer's own bank environment. The customer is responsible for reviewing the details and authorizing (or not) each payment at its bank. Rakero does not move customer funds on its own and does not hold funds in custody.

9.4. The customer undertakes to comply with the legislation applicable to its business, including tax, labor and anti-money laundering obligations, where applicable.

10. Rakero's responsibilities and limits

10.1. Rakero uses its best efforts to keep the platform continuously available and secure, but does not guarantee uninterrupted availability. Scheduled maintenance will be announced in advance whenever possible.

10.2. The platform is a management support tool. Rakero does not guarantee any tax, accounting or financial outcome from the use of the platform and does not provide tax, accounting or legal advice. Decisions made based on information from the platform are the customer's responsibility, and the customer should rely on its own advisors when necessary.

10.3. Rakero is not liable for unavailability or failures caused by third parties beyond its control, including financial institutions, public agencies, internet providers or force majeure events.

10.4. To the maximum extent permitted by law, Rakero's total liability to the customer, for any damages related to the use of the platform, is limited to the amount actually paid by the customer to Rakero in the 12 months preceding the event that gave rise to the damage.

10.5. Nothing in these terms excludes or limits liabilities that cannot be excluded or limited under Brazilian law.

11. Intellectual property

11.1. The platform, including software, code, design, trademarks, logos, texts and other elements, is owned by Rakero or its licensors and is protected by intellectual property law.

11.2. The subscription grants the customer a limited, non-exclusive, non-transferable and revocable license to use the platform, valid for the duration of the subscription, exclusively for the internal use of the contracting company.

11.3. Data and documents submitted by the customer to the platform remain the customer's property. The customer authorizes Rakero to process such data to the extent necessary to provide the service, as described in the Privacy Policy.

11.4. It is prohibited to copy, modify, distribute, sublicense or commercially exploit the platform, in whole or in part, without Rakero's prior written authorization.

12. Data protection

12.1. Rakero's processing of personal data complies with the Brazilian General Data Protection Law (Law no. 13,709/2018, LGPD) and is detailed in the Privacy Policy, available at rakero.com.br, which forms an integral part of these terms.

12.2. In summary, Rakero processes: registration data (name, email, CNPJ/CPF, phone number); supplier data and invoices submitted by the customer; bank data required to initiate payments via Open Finance; access logs; and browsing data through cookies and analytics tools.

12.3. Requests related to personal data, including the exercise of rights under the LGPD, may be sent to the data protection officer channel: [email protected].

13. Changes to these terms

13.1. Rakero may change these terms at any time. Material changes will be communicated to the customer with 30 days prior notice, by email or through a notice on the platform.

13.2. If the customer does not agree with the changes, it may cancel the subscription before the new version takes effect, without penalty. Continued use of the platform after the new version takes effect constitutes acceptance of the updated terms.

14. Term and termination

14.1. These terms take effect upon account creation and remain in force for as long as the customer keeps an active account or subscription.

14.2. The customer may terminate the relationship at any time by canceling the subscription and closing the account, as set out in clause 7.

14.3. Rakero may terminate these terms and close the account in case of serious violation of these terms, fraud, unlawful use of the platform or unresolved payment default, upon notice to the customer.

14.4. Clauses that by their nature should survive termination remain in force, including those on intellectual property, limitation of liability, data protection and jurisdiction.

15. General provisions and jurisdiction

15.1. These terms are governed by the laws of the Federative Republic of Brazil.

15.2. The courts of the judicial district of Barueri, State of São Paulo, Brazil, are elected to settle any disputes arising from these terms, with express waiver of any other, however privileged it may be.

15.3. These terms may be made available in other languages for convenience. In case of any discrepancy between versions, the Portuguese version prevails.

15.4. A party's tolerance of a breach of any clause does not constitute a waiver of the right to enforce it later. If any provision of these terms is held invalid, the remaining provisions remain in full force.

15.5. Questions about these terms may be sent to [email protected].