This document lists the general terms and conditions for the use of services offered by KOLEK BRASIL LTDA., a limited liability company registered under CNPJ number 49.459.060/0001-66, located at R. Cel. Jose Eusebio, 95 - Conj 13 - Higienópolis - São Paulo - SP, 01239-030 - Brazil (“Kolek”), through the website app.kolek.com.br (referred to as the “Kolek Platform” or simply “Platform”) and to the Platform's Clients (referred to simply as “Clients”) concerning the services provided by the Kolek Platform (“Terms of Use”).

By registering and using any of the features of the Kolek Platform, you, a natural person as the legal representative of a legal entity, declare that you have read, understood, and accepted all the conditions of these Terms of Use, as well as the Privacy Policy of Kolek.

Therefore, before using the Kolek Platform, we recommend that you carefully read these documents.

If you have any questions about the Terms of Use and/or the Privacy Policy, we recommend that you contact Kolek through the email [email protected].

The non-acceptance of the Terms of Use and/or the Privacy Policy implies the impossibility of using the services of the Kolek Platform.

Kolek may, at any time and without prior notice to Clients, change or adjust these Terms of Use, in whole or in part. Any modifications that restrict the rights of Clients or modify the treatment of personal or sensitive data will be duly and timely communicated to Clients by Kolek via the registered contact email. This does not negate the need for Clients to review this document frequently, as they are subject to the current version at the time of using the services of the Kolek Platform. If you do not agree with the changes, Clients should discontinue using the Kolek Platform and cancel their respective Digital Account, in accordance with the provisions set forth in these Terms of Use.

Main Definitions

1.1. Without prejudice to other definitions assigned in these Terms of Use, the words below, when used in the singular or plural, have the following meanings:

  • a. API: Application Programming Interface, which facilitates the integration between computer systems.
  • b. Client: refers to a legal entity that has registered with the Kolek Platform and uses financial management and/or payment services.
  • c. Payer: refers to a legal entity that will make payments for the charges issued by Kolek's Client.
  • d. PIX: an instant payment solution created and controlled by the Central Bank that allows for immediate payment and transfer settlement.
  • e. Privacy Policy: a contractual instrument by which Kolek explains the collection, use, storage, treatment, and security of personal information, formalizing Kolek's commitment to respecting the privacy of the Client. The Privacy Policy is an integral and inseparable part of these Terms of Use, so accepting these Terms of Use necessarily implies acceptance of the Privacy Policy.
  • f. Payment Management Services: refer to the services provided by Kolek to its Clients, through a third-party banking as a service provider, which includes login creation, invoice issuance, payments, and the possibility of withdrawing funds through the system, among other products/services.
  • g. System: refers to the software provided by Kolek to its Clients, with various features for the performance of the services contracted, also referred to as the "Kolek System" or "Platform" or "Kolek Platform."
  • h. Token: a security device used in the use of the Kolek System.

Terms and Conditions of Use

2.1. These Terms of Use define the general conditions applicable to your registration on the Kolek platform and products and services offered through it. Please read them carefully before accepting them, as by adhering to this document, you will agree to all the rules established herein.

2.2. These Terms of Use aim to provide Payment Management Services by Kolek to its Clients, which include receiving payments, sending payments to third parties, paying invoices, as well as solutions for billing, financial and payment management, among other services made available or that may be launched by Kolek, in accordance with the terms set out in this document.

Services Provided by Kolek

2.3. The services offered by Kolek to the Client, through a third-party banking as a service provider, include the following items, among other services that may be launched by Kolek, without prior notice:

  • a. receipt management;
  • b. payment management;
  • c. invoicing through Pix, bank slips, and payment receipt by the Kolek Client;
  • d. issuance and receipt of amounts via payment link;
  • e. payment of titles (bank slips, PIX, utility bills, and tax bills);
  • f. advance payment of receivables (credit assignment);
  • g. consultation and registration with credit protection agencies;
  • h. email/SMS notifications;
  • i. provision of an API that can be integrated into the Client's software or website;
  • j. other services/products available on the Platform.

2.4. The Client acknowledges that specific addendums with specific clauses may be entered into regarding some of the services provided by Kolek, depending on specific prerequisites, which will be provided based on the Client's interest and also read and accepted electronically.

2.5. The services made available by Kolek are provided exclusively over the internet and can be found and contracted by the Client by placing an order on the Kolek website.

2.6. The Client will pay Kolek a fee for the services used, as per the information available on the Kolek Platform and the individual negotiation sent in the commercial proposal and/or made available in the Platform settings.

2.7. The Client acknowledges that Kolek does not aim to raise funds or receive deposits from the public. Kolek holds the funds received in favor of the Client as a payment management mandate.

2.8. The Client acknowledges that Kolek does not provide or offer payment orders or actions on the stock exchange, nor does it provide its Platform for third parties to do so.

2.9. The Client acknowledges that Kolek will send the funds collected in favor of the Client from bank or fiduciary accounts that the Client has.

2.10. The Client acknowledges that Kolek will not pay any interest or compensation in relation to the amounts collected on behalf of the Client. Such funds are not guaranteed by any governmental entity.

2.11. The Client acknowledges that the mandate granted by the Client to Kolek as a payment manager excludes any powers to fulfill the Client's tax or exchange obligations. The Client is solely responsible for recognizing and complying with applicable law.

2.12. The Client acknowledges that Kolek is not a party to, nor has any interest or relationship with, purchase and sale contracts entered into between the Client and its Payer.

2.13. The Client acknowledges that Kolek does not guarantee the authenticity or legality of transactions processed through its Platform. The risk of fraud due to unauthorized use of a Payer's identity, or the illegality of a transaction, is entirely assumed by the Client.

Registration and Rules for Using Services Offered by Kolek

3.1. All services made available by Kolek will be provided through the creation of a registration in the Kolek system by the Client, at which time the Client confirms that they are the person identified in the registration, and is responsible for the accuracy of the information provided.

3.2. At the time of registration, the Client will confirm that they have legal capacity, under Brazilian law, and declare that they are fully able to consent to the terms, conditions, obligations, and statements agreed upon herein.

3.2.1. Kolek reserves the right to authorize or register Clients who are over 16 (sixteen) and under 18 (eighteen) years of age, subject to specific registration approval, carried out at the sole and exclusive discretion of Kolek.

3.2.2. If the Client is a legal entity, it is a company duly constituted in accordance with the laws of its domicile, which complies with its corporate purpose and has sufficient capacity to conduct its business in the manner and places where it operates.

3.2.3. If the Client is a legal entity, the Client further declares that entering into this Agreement and its performance do not: (a) violate its bylaws; (b) conflict with or violate a contract or obligation to which the Client is a party and that significantly affects the performance of this Agreement; and (c) violate applicable administrative or judicial regulation or order.

3.3. For regular and full use of the services provided, the Client must provide and submit, in addition to other data and documents:

  1. a. copy of their identity and a selfie (photo taken by the owner) and/or a bank account in their own name, to be held in Brazil throughout the term of this Agreement, with a financial institution duly constituted or authorized to operate in the national territory (for identity validation, money laundering prevention, and enabling withdrawals through a bank account);
  2. b. a valid email address (essential for logging into the Kolek Platform);
  3. c. a valid mobile phone number (used for security validation during registration);
  4. d. Individual Taxpayer Registry (CPF/ME) number, date of birth, home address, and main activity;
  5. e. for legal entity Clients, in addition to the data and documents mentioned in items “a,” “b,” and “c,” the Client must also provide a National Registry of Legal Entities (CNPJ) number, main activity, address, and may be asked for company formation documents, such as the Articles of Association or Bylaws, and/or a power of attorney. Information about the company's partners may also be collected.

3.4. The registered Client will receive a random password at the registered email (password), which must be provided along with their registered email (login) every time the Client wishes to use the services.

3.4.1. It is the sole responsibility of the Client to maintain the confidentiality of the login and access password to the Kolek System, holding Kolek harmless for any damages suffered due to loss or unauthorized use of this data, including liability for the improper use of services, any charges, demands, and/or questions arising from this irregular use.

3.5. For the regular and full use of the services, the Client expressly authorizes their registration to be made and maintained by Kolek, as well as authorizes Kolek to provide the information in said registration to:

  1. a. competent public authorities that formally request it, in accordance with the Brazilian Federal Constitution and other applicable legislation, including but not limited to the Central Bank of Brazil (BACEN) and the Financial Activities Control Council (COAF).
  2. b. their strategic commercial partners for the purpose of contract execution, with the provision of the best services to the Client, in accordance with the Privacy Policy;
  3. c. the injured third party in cases of non-compliance with this Terms of Use, or in cases of suspected fraud and bad faith in the use of services, among other situations, as well as to third parties for investigation purposes in cases of proven fraud, among other situations, provided that they are based on consistent arguments of non-compliance with the clauses of this contract or suspicion of the commission of illegal acts.

Activation, Validation, and Approval of the Client's Registration

4.1. After registering on the Kolek website, by filling in all the requested information and complying with the rules provided in this Terms of Use, the Client may access the Kolek Platform. However, for full access to Payment Management Services, the Client must activate and go through the registration approval process, as outlined below.

4.2. The registration activation will occur by sending a unique code (token) to the email registered by the Client for authenticity and security validation.

4.3. While the registration is not activated and approved, some functions of the system will be limited, restricting some services to the Client, such as transferring funds from the account.

4.4. The registration approval process consists of Kolek validating the sufficiency of the data provided and the documents presented during registration.

4.5. For the approval of the Client's registration, Kolek reserves the right to verify the identity, obtain personal credit reports, and take other measures it deems appropriate to ensure the accuracy of the information provided, as outlined below, including, but not limited to, checking the Credit Information System – SCR.

4.6. Concerning identity verification and validation of the legality of transactions, the Client authorizes Kolek at any time to, directly or through third parties, perform all necessary checks and/or requests to validate the legality of transactions, the identity and accuracy of the information provided, as well as that of the Payer, in order to prevent fraud and verify non-accepted economic activities. In this sense, Kolek may:

  1. a. request that the Client provides additional documents or information;
  2. b. request that the Client provides a selfie to validate their identity when conducting certain operations;
  3. c. request that the Client follow certain steps to confirm that they are the owner of the email or financial instrument(s) provided at the time of registration;
  4. d. generate a credit report or verify the Client's information using third-party databases or other sources;
  5. e. seek information and documents related to the commercial transaction between the Client and the Payer, including requesting the submission of service contracts, invoices, or proof of delivery of products or services;
  6. f. make direct contact with the Payer to validate the information provided by the Client, as well as information regarding the declared economic activity. This may occur, including through random phone calls, without causing any embarrassment or inconvenience to the Client;
  7. g. search for information that is manifestly public, through the global computer network.

4.7. The mere submission of documents and/or additional information upon request does not automatically imply acceptance by Kolek. Kolek will analyze the regularity in accordance with the rules set out in the contract and the internal Know Your Customer (KYC) policy.

4.8. The Client authorizes Kolek to obtain their personal and/or commercial credit report from a credit bureau and the Credit Information System – SCR.

4.9. The Client is obliged to take all necessary precautions to prevent third parties from using the service on their behalf. The Client is responsible for commercial transactions made on their behalf by third parties, even without their authorization, if these third parties, without any fault of Kolek, have had access to the Client's password or other data, allowing them to carry out commercial transactions, payments, or movements on behalf of the Client.

4.10. If the Client identifies the use of or any transaction made by third parties, they must immediately inform Kolek, under penalty of the presumption of the legitimacy of the operations performed in their account.

Issuance of Charges, Pix Payment Method, and Recurring Debts

5.1. The Client may create charges and receive payments resulting from their exclusive commercial activities in the sale of products or provision of services.

5.2. It is the Client's responsibility to choose the type of charge to be issued, from among the various types provided by Kolek.

5.3. Kolek uses a third-party banking as a service provider that participates in Pix and offers instant payment methods in accordance with the procedures provided by the rules and regulations of the Central Bank of Brazil.

5.4. The Client, once their account is approved, may register the Pix key in their Kolek payment account, using the following information as a key: CPF/CNPJ, email, mobile phone number, or a random key.

5.4.1. In the case of registering a Pix key of the "email" and/or "mobile phone number" type, the Client will need to confirm ownership of the key. To confirm, Kolek will send a code via email and/or SMS to validate ownership of the email and/or mobile phone number. The Client must enter the received code into the Pix section of the Kolek system to confirm the registration of the respective key.

5.5. The Client is not required to register a Pix key and can use Pix QR codes and copy and paste to make transactions via this method.

5.6. The Client may, at any time, request the removal of the Pix key from their ownership.

5.7. Kolek may, without the Client's consent, remove the Pix key in cases of: (i) closing the Kolek account; (ii) suspicion, attempt, or actual fraudulent use of Pix; (iii) inactivity in using the Pix key or the account linked to the Pix key for more than 12 months.

5.8. The Client is aware that a Pix transaction can only be changed or canceled before payment confirmation. Pix settlements occur in real time; therefore, transactions cannot be canceled after confirmation.

5.9. Kolek may establish maximum value limits for transactions made through Pix, without prior notice, based on criteria to mitigate fraud risks and compliance with anti-money laundering and counter-terrorism financing regulations, or due to regulatory changes or requests from the Central Bank. The Client can check the value limits for transactions through Pix within the Pix environment in their Kolek account.

5.10. All transactions made through Pix are subject to the provisions of this Terms of Use, including those related to monitoring to verify the destination of funds to check for any discrepancies.

5.11. In cases of suspected fraud, Kolek may temporarily block funds resulting from a Pix transaction. The temporary block will occur simultaneously with the credit to the Client's Kolek account, and the funds may remain blocked for the period established by the regulatory authority.

5.12. The Client authorizes Kolek to process returns within the special return mechanism for transactions received through Pix that are suspected of fraud or have operational failures in the systems of the institutions involved in the transaction. Kolek may also block funds held in the Client's Kolek account in one or more installments until the full value of the transaction is reached.

5.13. At the Client's request, Kolek may enable the possibility of making periodic automatic debits from bank accounts of any type that authorize this, for the purpose of making successive payments for products or services ("Recurring Debts").

5.14. The Client will obtain prior authorization from the Payer authorizing Recurring Debts and will submit proof of such authorization to Kolek when requested.

5.15. The Client will pay Kolek for the cost of the Recurring Debts service. If the Client decides to pass on this cost to the Payer, they must inform the Payer of this practice.

5.16. The Client will notify the Payer of the date on which Recurring Debts will occur.

5.17. The Client will verify that Recurring Debts have been included in their virtual account using the query methods offered by Kolek.

5.18. When it comes to Recurring Debts made to a bank account, the Client will notify Kolek five (5) business days in advance of the first debit of the corresponding Payer and five (5) business days in advance of the cancellation of the Recurring Debts service for each Payer.

5.19. The Client will reimburse the Payer for any debit made due to the untimely or inadequate notification to Kolek of the activation or cancellation of the Recurring Debts service.

5.20. Kolek will carry out reversals resulting from Recurring Debts made to credit cards or bank accounts when they have been previously ordered by the Client or by a competent administrative or judicial authority.

5.21. Kolek will not be liable for any damages suffered by the Client or their Payers if it makes or fails to make Recurring Debts as a result of the Client's untimely or inadequate notification regarding the activation or cancellation of the Recurring Debts service.

Dos Planos de Assinatura Kolek

6.1. A Kolek poderá disponibilizar ao Cliente, planos de assinatura, que concedem condições e serviços especiais, de acordo com o plano escolhido, mediante o pagamento de assinatura.

6.1.1. O Cliente poderá optar por contratar um dos planos pagos no qual irá usufruir de condições e serviços especiais ou utilizar o plano gratuito, ciente de que alguns serviços e condições não estarão disponíveis para o plano gratuito.

6.2. Os detalhes sobre os planos fornecidos, condições especiais e valores de assinatura poderão ser consultados através do sistema Kolek e o Cliente poderá realizar a contratação do plano em qualquer momento.

6.3. O plano de assinatura vigorará a partir da contratação pelo Cliente e será automaticamente renovado por iguais períodos caso o Cliente não realize o cancelamento do plano.

6.4. O pagamento deverá ser realizado pelo Cliente no valor do plano escolhido e de acordo com a periodicidade definida entre as opções de pagamento disponibilizadas no momento da contratação.

6.5. Em caso de falha ou falta de pagamento o Cliente será informado por e-mail ou outro meio de comunicação e terá o plano suspenso em até 5 (cinco) dias.

6.6. O Cliente poderá alterar o plano escolhido diretamente no próprio sistema Kolek.

6.6.1. Caso o Cliente opte por contratar plano superior ao seu (upgrade), os valores serão alterados de acordo com o novo plano escolhido.

6.6.2. Se o Cliente optar por um plano inferior (downgrade) a alteração será efetuada na próxima renovação, sendo vedada a devolução dos valores pagos.

6.7. Sempre que os valores dos planos forem reajustados, a Kolek informará os novos valores ao Cliente. Caso o Cliente não concorde com os novos valores informados pela Kolek, poderá cancelar o plano antes da entrada em vigor dos novos valores, observada as regras de cancelamento dos planos. Caso não solicite o cancelamento do plano dentro do prazo estipulado, configura-se aceitação tácita dos novos valores do plano.

6.8. Em nenhuma hipótese a Kolek efetuará a devolução dos valores pagos, salvo se o Cliente desistir do plano de assinatura em até 7 (sete) dias da contratação.

6.8.1. O Cliente declara estar ciente que após o prazo de 7 (sete) dias da contratação não haverá devolução dos valores pagos e o Cliente poderá apenas solicitar o cancelamento da renovação automática.

6.8.2. Caso o Cliente faça a contratação de um plano de modo reiterado e solicite mais de uma vez o cancelamento do plano em até 7 (sete) dias, na segunda vez que houver a solicitação de cancelamento a conta do Cliente poderá ser bloqueada.

6.9. O Cliente poderá solicitar o cancelamento do plano dentro de sua própria conta na Kolek.

6.9.1. Ao solicitar o cancelamento do plano, o Cliente poderá utilizar os recursos do plano até o final do período adquirido, sendo vedada a devolução dos valores pagos.

6.9.2. Em caso de cancelamento do plano, o Cliente continuará usufruindo de todos os recursos gratuitos oferecidos em sua conta.

6.9.3. O Cliente está ciente que o cancelamento do plano não implica no encerramento da conta Kolek, situação na qual, deverão ser observadas as disposições constantes na cláusula de “rescisão do contrato”, para fins de cancelamento da conta Kolek.

6.10. Caso a conta do Cliente passe por uma reanálise cadastral e seja reprovada, serão aplicados os termos e condições dispostos neste instrumento, e os valores do plano contratado não serão devolvidos.

Da Autorização para Acesso ao Sistema de Informação de Crédito - SCR

7.1. O Cliente autoriza a Kolek, a consultar as informações que constem ou venham a constar em seu nome no Sistema de Informações de Crédito (SCR), gerido pelo Banco Central do Brasil ou dos sistemas que venham a complementá-lo ou substituí-lo, com o objetivo de subsidiar decisões de crédito e de negócio.

7.1.1. O Cliente está ciente de que:
a. o sistema de Informação de Crédito (SCR) é um banco de dados com informações sobre operações de crédito e garantias contratadas por pessoas físicas ou jurídicas com bancos e demais instituições autorizadas a funcionar pelo Banco Central. A sua finalidade é prover ao BACEN informações para fins de monitoramento de crédito no sistema financeiro e para o exercício de suas atividades de fiscalização e propiciar o intercâmbio de informações entre instituições financeiras;
b. o Cliente poderá ter acesso às informações constantes em seu nome no SCR através do sistema Registrato disponibilizado pelo Banco Central do Brasil;
c. os pedidos de correção, exclusão ou manifestações de discordância quanto às informações registradas no SCR deverão ser dirigidos à instituição responsável pela inclusão das informações, por meio de requerimento escrito. Caso não haja entendimento entre as partes, a reclamação poderá ser registrada no BACEN, ou ainda, questionar na esfera judicial a instituição responsável pelo lançamento considerado inexato, não tendo a Kolek legitimidade para receber ou processar tais pedidos;
d. a consulta às informações constantes no SCR depende de autorização prévia, concedida pelo Cliente por esta Cláusula 7. O Cliente poderá a qualquer momento, revogar essa autorização, mediante solicitação realizada através dos canais de atendimento;
e. mais informações sobre o SCR podem ser obtidas em consulta ao ambiente virtual do Banco Central (www.bcb.gov.br).

Dos Direitos e Obrigações do Cliente e de seus Pagadores

8.1. O Cliente compromete-se em sempre disponibilizar informações verdadeiras e completas, bem como documentos verídicos e autênticos, conforme solicitados pela Kolek, para o uso correto da plataforma eletrônica intermediadora de pagamentos e demais serviços e produtos, sob pena de cessação da prestação de serviços pela Contratada.

8.2. O Cliente deverá manter seu cadastro atualizado, informando, sempre que houver alteração, número de telefone, endereço, conta bancária, comprovante de situação cadastral e demais informações inerentes ao cadastro, constando como dever do Cliente prestá-las adequadamente.

8.3. O Cliente se compromete a, periodicamente, verificar seu e-mail e acessar a Plataforma a fim de verificar as modificações eventualmente implementadas.

8.4. O Cliente obriga-se a incluir todos os dados do Pagador nas cobranças realizadas, especialmente via boleto bancário, conforme regras determinadas pelas regras do Banco Central, responsabilizando-se pela veracidade das informações fornecidas quando da emissão de uma cobrança, independente da modalidade de pagamento.

8.5. A Kolek não tem qualquer responsabilidade sobre as informações que são inseridas manualmente pelo Cliente durante a emissão das cobranças. O Cliente é o único responsável pelas informações disponibilizadas para emissão de cobrança e cadastro de Pagadores, bem como, responsável pelos dados pessoais e de terceiros publicados ou compartilhados, o qual, confirma possuir o consentimento e/ou outra hipótese legal para realização do tratamento.

8.6. O Cliente responsabiliza-se civil e criminalmente pela veracidade e exatidão das informações fornecidas nos formulários enviados à Kolek, inclusive as informações dos Pagadores das cobranças, ficando a Kolek autorizada a proceder conforme o previsto no presente documento com o fim de assegurar-se quanto à veracidade e exatidão de tais informações.

8.7. O Cliente se compromete a notificar imediatamente a Kolek, por meio de seus canais de comunicação, de qualquer uso não autorizado na sua conta, assim como acesso ou tentativas de acesso por terceiros não autorizados.

8.8. O Cliente isenta a Kolek de qualquer responsabilidade decorrente de transações realizadas por terceiros com o uso do token e/ou senhas, bem como, de transações realizadas por terceiros não autorizados em decorrência da falta de informe de bloqueio imediato da conta Kolek, após furto, roubo e/ou perda do número do aparelho celular cadastrado.

8.9. O Cliente é o único responsável por utilizar equipamentos que possuam requisitos mínimos de segurança, bem como, por certificar-se de acessar sua conta de pagamento Kolek apenas através do site e/ou aplicativo oficial, estando a Kolek livre e isenta de qualquer responsabilidade.

8.10. O Cliente é o único responsável pela inclusão das condições de pagamento, valores, prazos, inserção de juros e multas, isentando a Kolek de qualquer responsabilidade em caso de danos e/ou reclamações ocorridos em virtude de emissão de fatura personalizada, incorreções de dados nas cobranças ou aplicação de juros e multas.

8.11. O Cliente responsabiliza-se por todos os bens e serviços por ele comercializados, reconhecendo que a Kolek não é parte da cadeia de fornecimento ou de consumo de produtos ou serviços adquiridos pelos clientes do Cliente, mas tão somente um meio de viabilização de pagamento.

8.12. O Cliente, na qualidade de fornecedor de produtos ou serviços obriga-se a cumprir todas as disposições legais e regulamentares aplicáveis à sua atividade, em especial as referentes à proteção do consumidor, inclusive com respeito à oferta, publicidade, entrega e fornecimento dos produtos e serviços ofertados na comercialização de bens e serviços.

8.13. O Cliente será responsável por todos os cancelamentos, reclamações, tarifas, reembolsos, despesas judiciais e outras situações que a Kolek venha a responder pelas atividades exercidas pelo Cliente durante o uso da plataforma, bem como autoriza que referidos descontos possam ser realizados diretamente da sua conta de pagamento.

8.14. O Cliente que tiver subcontas vinculadas a sua conta principal, é responsável por todas as informações e transações geradas pela conta principal, bem como pelas subcontas que são vinculadas e sob controle da conta principal, com exceção da cobrança de tarifas pelos serviços utilizados, se responsabilizando inclusive por manter sigilo e segurança das informações processadas nas referidas contas.

8.15. O Cliente declara que está ciente e se responsabiliza por quaisquer danos ou prejuízos que possa causar, bem como, por penalidades ou multas, ainda que não diretamente direcionada ao Cliente, mas que a Kolek possa sofrer de órgãos fiscalizadores e/ou outras entidades, como o Bacen, Órgãos de Defesa do Consumidor, dentre outros, em decorrência do descumprimento pelo Cliente das obrigações assumidas e/ou inexatidão das declarações prestadas, bem como, autoriza que a Kolek possa realizar o desconto das referidas penalidades, multas, danos ou prejuízos, diretamente da conta de pagamento do Cliente na Plataforma Kolek.

8.16. No caso de utilização de produtos/serviços de consumo/execução imediata, o Cliente está ciente que não caberá o direito de arrependimento, eis que se torna inviável em virtude da natureza do produto/serviço que se perfectibiliza imediatamente após a respectiva contratação/utilização pelo Cliente.

8.17. O Cliente habilitará mecanismos tecnológicos idôneos que lhe permitam evidenciar à Kolek que informou a seus Pagadores das limitações na responsabilidade da Kolek e de que as cobranças serão realizadas por meio da Plataforma.

Rights and Obligations of Kolek

9.1. For the provision of the services outlined here, Kolek utilizes a third-party banking-as-a-service provider, which must act in accordance with Brazilian legal regulations, following the rules and directives of the Central Bank of Brazil.

9.2. Kolek will process the charges issued by the Platform and make these balances available on the Kolek Platform, deducting applicable fees in each specific case, providing real-time confirmation and a statement of all inflows and outflows of funds resulting from transactions carried out by the Client, offering the option for withdrawal and/or transferring funds to other bank accounts.

9.3. Kolek will make commercially reasonable efforts to make the Payment Management Service available at least 99% (ninety-nine percent) of each year of service.

9.3.1. The service level commitment described above does not apply to unavailability caused by (i) interruptions in the supply of electricity or emergency stops not exceeding 2 (two) hours or that occur between 24:00 and 6:00; (ii) factors beyond Kolek's control, including force majeure or issues related to internet access; (iii) acts or omissions by the Client or third parties; (iv) issues related to the equipment, software, or other technologies used by the Client and/or equipment that hinders regular access to the service; (v) failures of individual instances not attributable to the Client's unavailability; and (vi) in case of interruption or suspension, of any nature, of the entire banking system or a specific banking institution.

9.3.2. Given the impossibility of full and uninterrupted operation of any telecommunications or computer system, 365 (three hundred sixty-five) days a year, 24 (twenty-four) hours a day, including fragility due to its complexity, the availability of the service, including its dependence on third-party telecommunications services, Kolek does not guarantee the provision of Payment Management Services in an uninterrupted or error-free manner and is not responsible for the inability to conduct commercial transactions during periods of unavailability.

9.4. Kolek does not guarantee a specific transaction processing time to the Client. However, it will make reasonable efforts to process transactions promptly. In any case, Kolek disclaims any delays in transaction processing resulting from banking hours or processes, or any kind of service failure by other agents involved in or participating in payment processing, such as processing networks, banks, franchises, internet service providers, and servers, among others, and in general, any event beyond its control in such processing.

9.5. Kolek is responsible for providing technical and operational support in the provision of Payment Management Services, which may be performed directly by Kolek or by a third party contracted by it, under its responsibility.

9.6. Kolek will provide an API that can be integrated into the Client's software or website to facilitate the billing process. Through this API, the Client can connect their software to Kolek, send invoices, and collect return information. The costs associated with the integration of the Client's software and/or website with Kolek's API are the responsibility of the Client.

9.7. Kolek does not guarantee the functionality of the applications or tools it uses or provides to the Client to mitigate technology-related risks, such as unauthorized third-party interception, intrusion, information leakage, among others. Kolek will make reasonable efforts to provide Payment Management Services securely. Kolek disclaims responsibility for any risks associated with its technology or that of the Client.

9.8. Kolek reserves the right to cancel any product and/or feature if it deems that the Client is using the system improperly or has a high complaint rate, as well as for commercial disinterest.

Responsibilities of the Parties

10.1. The Client exempts Kolek from any liability that does not result directly from Kolek's breach of the express provisions of this contract. In particular, the Client will hold Kolek harmless from any liability that may be attributed to the action or omission of the Client, including but not limited to:

a. Risks, including potential harm or hazard, defects, quality defects, or quantity defects in the products or services offered by the Client;

b. Insufficiency or inadequacy of information regarding the products or services offered by the Client;

c. Discrepancies with the indications in offers or advertising messages or with the indications on the containers or packaging of the products or services offered by the Client;

d. Inadequacy of the products or services offered by the Client for their intended purposes;

e. Misleading or abusive advertising related to the products and services offered by the Client;

f. Failure by the Client to comply with any clauses and conditions of commercial transactions, including delivery and warranty periods;

g. Violation of the Client's obligations, statements, and representations;

h. Violation of any applicable regulations by the Client in the performance of its activities;

i. Fraud resulting from the substitution of the identity of the Client's Payors.

10.2. The Client will assume all civil and criminal liability to Kolek and third parties for breaching the Client's obligations, inaccuracies in the Client's statements, or any other unlawful or bad faith conduct used by the Client. In the event of fraud, even if it is attributable to failures in Kolek's validation systems, it will be fully and exclusively assumed by the Client. Providing the Client with any validation system is a courtesy and collaboration by Kolek, but it does not exempt the Client from understanding their business to the extent that they inform Kolek of what, in their judgment or based on their industry experience, appears to be suspicious transactions involving fraud.

10.3. The Client will promptly indemnify Kolek for any losses, including expenses, attorney's fees, and legal costs, incurred by Kolek as a result of the Client's breach of contractual or legal obligations, inaccuracies in the Client's statements, or third-party claims related to the Client's conduct, without prejudice to Kolek's right to terminate the contract and/or block the Client's account with Kolek after the discovery of the Client's wrongdoing, as well as to make the necessary refunds to injured Payors and report to the competent authorities the harmful acts committed by the Client and/or the third party whose name was improperly used.

10.4. In the event of a claim filed by a Client's consumer against Kolek, or any other administrative or legal action taken against Kolek, regardless of the title and timing, the Client agrees to request Kolek's replacement as the defendant in potential legal or administrative proceedings or to bear the costs of attorney's fees and legal costs if substitution is not possible. The Client also agrees, from now on, that Kolek will join or call the Client to the proceedings, if necessary, as well as restrict the withdrawal of funds provisioned in case of a complaint or judicial proceeding.

10.5. The Client undertakes to accept as a net and certain debt the amount determined in a judicial settlement, made at the sole discretion of Kolek in proceedings brought by a Client's consumer against Kolek or in execution of a judgment, with the Client taking exclusive, non-transferable, and non-retractable responsibility for fulfilling all respective obligations and/or convictions arising from these legal actions, for all legal purposes and effects.

10.6. All legal and/or extrajudicial expenses, such as procedural costs, attorney's fees, settlements, obligations, and/or convictions resulting from legal or administrative actions arising from contractual and/or legal violations committed by the Client and possibly incurred by Kolek in proceedings brought by the Client's consumers, will be borne solely and exclusively by the Client, through deductions from the amounts in the Client's account with Kolek, which will be subsequently proven, in case of any dispute, by presenting legal or extrajudicial documents indicating the amount paid to the consumer or by the Client's payment of the corresponding amount in cash through a bank slip sent to the Client by Kolek, without prejudice to the collection of fines and interest.

10.7. Under no circumstances will Kolek be liable for personal injury or any incidental, special, indirect, or consequential damages, including, without limitation, damages for loss of profit, corruption or loss of data, failure of data transmission or receipt, business discontinuation, or any other damage or commercial loss, arising from or related to your use or inability to use the service, for any reason. In no event will Kolek's total liability to the Client for all damages exceed the amount paid by the Client to Kolek in the preceding 12 (twelve) months.

Prohibition of Unlawful and Immoral Practices

11.1. The Client undertakes to comply with the applicable laws in the exercise of its social activities when using the Payment Management Service provided by Kolek, refraining from engaging in illegal acts, abusive practices, actions contrary to morals and good customs, or that may harm Kolek's reputation, with particular observance, but not limited to:

  1. the terms and conditions of this User Agreement and the applicable contract;
  2. Kolek's Privacy Policy;
  3. applicable Brazilian law, including consumer protection rules and those regulating the validity of a legal transaction.

11.2. In particular, the Client may not use the Payment Management Services in cases of:

  1. when the Client is prohibited from entering into transactions due to legal, regulatory, contractual, statutory, or other applicable rules;
  2. an illegal purpose or a violation of these Terms of Use and Kolek's Privacy Policy;
  3. an intent to defraud the law or the rights of third parties;
  4. the Client knows or should know is null or tainted with a defect that makes it voidable;
  5. commercial activities related to pyramid schemes, multi-level marketing, buying and selling of wild animals, buying and selling of electronic currency, investment promises, loans, drug trade, sale of prepaid phone credits, betting, gambling, and other activities that, at the discretion and lack of commercial interest, are not accepted by Kolek.
  6. facilitating, concealing, handling, reversing, or otherwise using values or assets derived from illegal activities, or giving a semblance of legality to illegal activities and related funds.

11.3. In addition, the Client may not, under any circumstances, face contract termination:

  1. violate the law, whether Brazilian or the law of the place where the Payment Management Services are being used, including data transmission regulations and copyright and/or industrial property regulations;
  2. violate morality, good customs, or the rights of third parties to honor, private life, image, and personal and family intimacy;
  3. use obscene, offensive, or indecent language or images;
  4. transmit or disseminate illegal, defamatory, slanderous, harmful, abusive, threatening, vulgar, obscene, or otherwise objectionable messages or materials;
  5. transmit or disseminate information on illegal activities and incitement to crime;
  6. send unsolicited advertising materials, including spam, junk mail, or chain correspondence;
  7. send direct mail, chain letters, or pyramid schemes, working capital, usury, loans to third parties;
  8. transmit or disseminate programs and files containing viruses, including "Trojan horses," or any other code that can cause harm to the recipient or to third parties or violate privacy;
  9. obtain or attempt to obtain unauthorized access to other computer systems or networks connected to the Payment Management Services;
  10. interfere or disrupt the Payment Management Services or servers or networks connected to the Payment Management Services;
  11. use Kolek for crimes, illegal activities, money laundering, terrorism financing, and/or racism;
  12. use the Kolek or its group companies' trademarks beyond the strict limits that may be authorized.

Suspension, Deactivation, Termination, Rejection, and Blocking of Accounts, Products/Services, and Funds

12.1. Kolek reserves the right to suspend, deactivate, block, or unilaterally terminate the payment account and/or access to any Kolek products and services, with or without prior notice, with no compensation or reimbursement to the Client if it is found that they are being used for illegal, immoral, non-compliance with laws, regulations, or any of the provisions of these Terms of Use.

12.2. If Kolek identifies at any time that the registration contains incorrect or outdated information, it may suspend the Client's access to services until the identified registration issues are resolved. Additionally, Kolek will periodically request updates of registration information and data provided by the Client in accordance with regulations issued by the Central Bank of Brazil. It is the Client's duty to provide these properly; failure to do so may result in temporary registration blocking, suspension of service provision until compliance, or registration disapproval due to lack of registration information validation.

12.13. Kolek will close the digital payment account if it detects serious irregularities in the provided information, as required by current legislation.

12.14. Kolek may issue a precautionary hold on funds from a Pix transaction and proceed with returns, as specified in clause 5.11.

Price and Payment of the Service

13.1. For the consideration of the Payment Management Services provided by Kolek, the Client will pay fees and/or charges to Kolek, whose prices can be directly consulted on the Kolek portal and/or in the commercial proposal sent by Kolek.

13.1.1. The Client is aware and authorizes Kolek to debit the fees/charges resulting from the use of the products or services from their payment account.

13.2. Kolek may unilaterally adjust the fees and/or charges monthly in accordance with the IGP-M/FGV inflation index, without prior notice to the Client.

13.3. Kolek may also unilaterally adjust the fees and/or charges at any time under the following circumstances:

  1. when there are macroeconomic circumstances that require it;
  2. when there are changes in tax legislation that justify such an increase;
  3. when its business model undergoes changes that allow for such an increase;
  4. when the increased costs and conditions imposed by its suppliers demand such an increase.

13.4. In the cases provided in clause 13.3 above, Kolek will notify the Client of the fee and/or charge change with at least thirty (30) days' advance notice. The communication can be made through an email address and/or Kolek's Platform.

13.5. If the Client does not agree with the fee increase, they may terminate the contract under the terms of clause 13.4.

13.6. Fees related to the costs of boletos will only be charged to the Client upon settlement/payment or cancellation. The costs of sending boletos via mail or other delivery methods other than email are the Client's responsibility.

13.7. In the case of inactive accounts, those without any activity for 120 (one hundred and twenty) days, an inactivity fee may be charged at Kolek's sole discretion. Prior to charging the inactivity fee, Kolek will notify the Client about the account status and the amount to be debited.

13.8. In the event that the Client fails to make any payments due to Kolek, they, by themselves or through a third party, may use judicial or extrajudicial measures to collect the amount due, with monetary adjustment based on the IPCA and legal interest for the overdue period, in addition to a non-compensatory fine of 2% (two percent) on the total debt.

13.8.1. The delinquent Client may, at Kolek's discretion, have their title protested and be included in credit protection agencies.

13.9. Whenever it intends to revise its remuneration and the costs and expenses of the Service, Kolek will inform the new values to the Client. In case the Client does not agree with the new values provided by Kolek, they may terminate this contract at any time. If the Client does not request the termination of this contract within the stipulated period, it will be understood that the Client has tacitly accepted the new values of Kolek's remuneration and the costs and expenses of the Service.

Term, Changes, and Termination of the Contract

15.1. The contract to be entered into with the Client will be for an indefinite period, entering into and remaining in force from the date of acceptance by the Client, with termination at the exclusive discretion of Kolek in case of inactivity of the Client's account.

15.2. Kolek may modify, add, or remove any clauses or conditions of the contract, informing the Client of the changes by email or by any other electronic means.

15.3. In order to meet the latest market requirements and technological developments, Kolek may, at its sole discretion and at any time, change, in form and content, suspend, or cancel any of the Payment Management Services, products, utilities, or applications, made available by itself or by third parties, including any additional services provided.

15.4. Either party may terminate the contract at any time with thirty (30) days' advance notice. Under no circumstances will Kolek make a direct cash payment to the Client for any remaining credits in their account, nor any indemnity of any kind.

15.5. This contract will also be terminated automatically, without any notification or extrajudicial or judicial summons, in the event of non-compliance by one of the parties with its obligations, inaccuracy of statements assumed or provided by the Client, or if the Client, in any way, poses a legal risk or of any other nature or compromises the public image of Kolek and/or any company associated with Kolek in the provision of Payment Management Services.

15.6. The Client is aware that Kolek may, at any time, express disinterest in continuing to provide services, in the event of an unacceptable economic activity, or when the registration is considered high risk based on the operating model, which will be communicated to the Client so that the amounts in the Kolek account are lowered (via refund or transfer) and the contract is terminated.

15.7. The creation of a new account by a Client whose original account was blocked due to a violation of the Terms of Use will not be allowed.

15.8. If the contract is terminated due to the fault or willful misconduct of the Client, Kolek may block the Client's access to their account and reimburse themselves for all costs, expenses, operational charges, and any indemnities by deducting them from the Client's account credits. If there is a surplus, Kolek will proceed in accordance with the provisions of the Terms of Use. If there are insufficient credits, the Client must immediately make the payment for the outstanding amount to Kolek.

Intellectual Property

16.1. The system and/or tools provided are the intellectual property of Kolek and may not be copied, reproduced, transmitted, displayed, sold, licensed, or otherwise exploited for any purpose without prior formal consent from Kolek.

16.1.1. Such intellectual property includes: (a) design, creative content, graphic symbols, distinctive elements, images, website screens, trademarks, company names, service names, slogans, trade dress, logos, internet domain names, and other distinctive signs, as well as all related requests, registrations, extensions, and renewals; (b) patents, patent requests, and all related renewals, utility models, utility model requests, addition certificates, addition certificate requests, extensions, and related renewals and invention records; (c) industrial design records and industrial design registration requests, extensions, and related renewals; (d) copyrights, computer programs, layouts, presentation forms, color combinations, source codes, and related records and registration requests; (e) industrial secrets and know-how; and (f) any other content subject to copyright, intellectual property, or industrial protection.

Protection of Personal Data

17.1. To use Payment Management Services, the Client declares that they are aware of and agree to the Kolek company's Privacy Policy.

17.2. The Client authorizes, from now on, the use of their brand, name, respective logo and/or logomark, image, website link, icons and/or slogans in commercial campaigns, including the dissemination of messages sent in written or oral form for use on websites and advertising campaigns developed by Kolek.

17.3. The Client acknowledges that any processing of personal data received by Kolek will be conducted and limited to the contract, the Terms of Use, and the applicable legislation, performed by the Kolek company as a controller, to the extent that it is its responsibility, for the sole purpose of carrying out Payment Management Services. This may involve the hiring of third parties by Kolek, such as banks, financial institutions, security companies, accrediting bodies, and other partners.

17.3.1. The Client is solely responsible for the correct completion of their registration data and for keeping their registration up to date. If Kolek identifies that the data provided by the Client in their registration is incorrect or outdated, it will request the Client to correct/update the data. Kolek, as the data controller, reserves the right to delete incorrect/outdated data if the Client does not do so, without prejudice to taking other measures set forth in this Terms of Use.

17.3.2. The Client is aware that they are solely responsible for the data of third parties published, shared, and for the registration of Payors they enter, as well as the accuracy of the information, with the obligation of the Client to respond to any request made by Payors and/or third-party data subjects. In the event of a complaint from third parties alleging misuse of their data, Kolek will notify the Client for action, and may temporarily suspend notification features until the Client provides a response regarding the deletion, correction, or maintenance of Payor data.

17.4. The Client authorizes Kolek to process the personal data of third parties for the following purposes: processing payments, validating transactions to mitigate the risk of unauthorized identity use, sending promotional and advertising information from Kolek, registered Clients on the Platform, and third parties offering promotions, sending discount coupons, affiliating to loyalty programs, creating buyer consumption profiles, among other promotional and advertising materials that may be of interest to these third parties.

17.5. Kolek will not provide information about the Client's account to third parties, respecting banking secrecy, except with the express authorization of the Client or in accordance with the exceptions provided for in the Terms of Use and applicable law.

17.6. Kolek reserves the right to record all telephone calls made, which may be used by Kolek for transaction reanalysis, decision making, and as evidence in administrative and judicial proceedings, with the Client's agreement.

17.7. The Client expressly agrees that Kolek collects information for traffic monitoring, for the purpose of identifying user profile groups and for advertising guidance.

17.8. The Client authorizes Kolek to contact them by any means, including telephone, email, SMS, and correspondence, to send communications of interest regarding the Kolek account, especially for fraud prevention. The Client also authorizes the sending of messages via SMS, direct mail, emails, and proposals related to the offer of Kolek products or services.

17.9. In the event that the Kolek registration was made via a specific link intended for this purpose, the referred Client authorizes their account status data, as well as registration data, to be shared with the referrer for monitoring potential remuneration and to benefit from potential referral benefits.

Anti-Corruption, Anti-Money Laundering, and Counter-Terrorism Financing

18.1. To use Kolek services, the Client must respect and comply with current legislation and other rules and regulations related to anti-corruption, anti-money laundering, and the prevention of terrorism financing practices.

18.2. In order to act against corruption, the Client is prohibited from promising, offering, paying, giving, authorizing, or accepting, directly or indirectly, any payment, donation, compensation, advantages, or benefits of any kind that constitute corrupt practices, or any activity or practice that constitutes a violation of anti-corruption laws, in order to benefit illicitly or their businesses.

18.3. The Client, by registering and accepting this Terms of Use, declares that they conduct their activities in accordance with ethical and professional principles and that they respect and make continuous efforts to comply with all laws, rules, and regulations related to anti-corruption, anti-money laundering, and counter-terrorism financing practices.

18.4. The Client is obliged to immediately inform Kolek of any situation that may be related to the concealment of assets, money laundering, and/or terrorism financing.

18.5. Kolek reserves the right to limit or exclude the Client's access to Kolek account services and features indefinitely, and no compensation or reimbursement will be provided to the Client in the event of the Client's involvement in any act of corruption, active or passive, or actions characterized as, but not limited to, terrorism financing, money laundering, or any other participation in crimes of this nature.

General Provisions

19.1. Kolek is not responsible for the payment of taxes owed by the Client or the Payor in relation to the commercial transactions conducted.

19.2. The Client may not assign the contract without the prior and express consent of Kolek. Kolek may, without any notice or notification to the Client, assign the contract, in whole or in part, to companies within its economic group or not, at any time and without communication to the Client.

19.3. This Terms of Use supersedes all previous understandings between the Parties and reflects the complete agreement regarding its subject matter.

19.4. Tolerance by one party regarding the non-compliance with any obligations of the other shall not be considered a novation or waiver of any right and shall be deemed as an act of mere liberality, which shall not prevent the tolerating party from demanding the other party's compliance at any time.

19.5. The nullity or inapplicability of one or more clauses of this Terms of Use shall not affect the validity or applicability of the others.

19.6. Brazilian law shall apply to resolve any disputes between Kolek and the Client and/or third parties.

19.7. The parties shall maintain full confidentiality regarding the information they send to each other, which has been designated as confidential, or which, by its nature, is understood as such, including, but not limited to, technical, financial, knowledge, methods, or business process information.

19.7.1. The Parties shall refrain from using the confidential information for purposes other than the execution of this Terms of Use or disclosing it to third parties without the prior authorization of the disclosing party. The transmission of confidential information shall not imply the transfer of any rights to such information. If the receiving party is required to disclose the confidential information due to applicable regulations or a competent authority's order, it shall inform the disclosing party and shall only disclose the information to the extent required by such regulation or authority.

19.8. The parties select the Courts of the Judicial District of São Paulo capital, State of São Paulo, as the competent jurisdiction to resolve any disputes arising from this contract, to the exclusion of any other jurisdiction, however privileged it may be.

19.9. Kolek shall notify the Client at the email address provided when opening the Client's account.

19.10. In case of doubts, suggestions, complaints, or to resolve potential conflicts, please contact Kolek through the customer service channels, as provided on our homepage. If you are not satisfied with the response provided by the customer service channels, you may contact the Ombudsman at the email [email protected].

Updated as of 30th of October 2023

© 2024 Kolek Brasil LTDA.
R. Cel. Jose Eusebio, 95 - Conj 13 - Higienopolis - Sao Paulo - SP, 01239-030 - Brasil
Terms & ConditionsPrivacy Policy