Book a demo

Company Terms of Service

Version of

This is an English translation of the Portuguese original, provided for convenience. In case of any conflict or inconsistency between the two versions, the Portuguese version shall prevail.

1. Parties, Acceptance and Definitions

1.1. These Company Terms of Service ("Terms") govern the engagement and use of Hemil between HEMIL LTDA., a private-law legal entity registered with the Brazilian National Corporate Taxpayer Registry (CNPJ) under No. 69.832.640/0001-64, with its registered office at Rua Professor Pedro Viriato Parigot de Souza, No. 5285, CIC, Curitiba/PR, CEP 81.280-330 ("Hemil"), and the legal entity that engages the Service ("Customer"), jointly referred to as the "Parties".

1.2. These Terms are published on Hemil's website, at hemil.com.br/en/company-terms, and the Customer's acceptance thereof occurs through the signing of the Order Form, which expressly refers to them. The natural person who signs the Order Form represents, under penalty of law, that he or she has the authority to bind the Customer.

1.3. The following form part of the contract, in the following order of precedence: (a) the Order Form; (b) the Data Processing Agreement; and (c) these Terms. The User Terms of Service and the Privacy Policy supplement the contract, without prevailing over the instruments above.

1.4. For the purposes of these Terms, the expressions below, when capitalized, in the singular or in the plural, have the following meanings:

  • Order Form: the instrument executed by the Parties that specifies the Modules, the Package, the price, the estimated number of Users, the term and any special conditions;
  • Service: the Hemil software platform, made available over the internet on a software-as-a-service basis, comprising the Core and the contracted Modules;
  • Core: the set of Service functionalities included in every Package, as described in the documentation;
  • Module: each set of Service functionalities contracted separately, as set out in the Order Form;
  • Package: the combination of Modules to which a specific price corresponds;
  • User: the natural person authorized by the Customer to use the Service on its behalf;
  • Administrator: the User to whom the Customer assigns powers to administer the Customer's account in the Service;
  • Customer Data: all data entered into the Service by the Customer, by the Users or, upon the Customer's instruction, by Hemil, including personal data and files;
  • AI Tool: the third-party artificial intelligence service that a User connects to the Service;
  • Usage Data: the technical records relating to the use of the Service, which do not contain the content of the Customer Data.

2. The Service

2.1. Hemil grants the Customer, during the term of the contract and upon payment of the price, a non-exclusive, non-transferable and non-sublicensable license to use the Service, for the Customer's internal purposes and within the limits of the Order Form.

2.2. The Core is included in every Package. Modules shall be made available only if they are set out in the Order Form.

2.3. Hemil may release new Modules, the engagement of which shall depend on a new Order Form or an amendment.

2.4. Hemil may improve and change the Service at any time. A change that removes or materially reduces contracted functionality shall be notified to the Customer at least 30 (thirty) days in advance, and the Customer may, within that period, terminate the affected Module at no charge.

2.5. Implementation services, such as the migration of pre-existing data, the configuration of access through a corporate identity provider and training, shall be provided only if set out in the Order Form, with their own scope and price.

3. Accounts and Access

3.1. It is incumbent upon the Customer to designate at least one Administrator, through whom it shall create and deactivate User accounts and define the respective access levels.

3.2. User accounts are personal and non-transferable. The Customer is liable for the acts performed through its Users' accounts and undertakes to cause them to comply with these Terms and with the User Terms of Service.

3.3. The Customer undertakes to deactivate, without delay, the account of any User who ceases to provide services to it or ceases to be authorized to use the Service. The Customer shall be solely liable for losses arising from failure or delay in deactivating User accounts, including vis-à-vis third parties.

3.4. The Customer shall notify Hemil immediately of any unauthorized use of an account of which it becomes aware or which it suspects.

3.5. Hemil is not liable for the unavailability of third-party services on which access to the Service depends, such as identity providers.

4. Acceptable Use

4.1. The Customer and the Users are prohibited from:

  1. using the Service for an unlawful purpose or to process personal data without a legal basis;
  2. entering content that infringes third-party rights, including intellectual property and privacy rights;
  3. attempting to access the data of another customer, circumventing access controls or testing the security of the Service without Hemil's written authorization;
  4. copying, modifying, decompiling or reverse engineering the Service, except to the extent permitted by law;
  5. reselling, sublicensing or assigning access to any third party that is not a User;
  6. deliberately overloading the Service, including through automated calls above the published limits;
  7. sending malicious software, including as an attachment.

4.2. Upon verification of a violation of this clause, Hemil may suspend the User or the part of the Service involved, to the extent necessary to cause it to cease, upon prior notice to the Administrator or, if urgency does not allow it, immediately after the suspension.

4.3. Security vulnerabilities shall be reported through the channel published by Hemil for that purpose, and the exposure of third-party data is prohibited.

5. Third-Party AI Tools

5.1. If the Customer so permits, the User may connect an AI Tool to the Service, the access of which shall be limited to the data to which the User himself or herself has access in the Service.

5.2. By connecting the AI Tool, the User instructs Hemil to provide to it the Customer Data that it requests, within the limit of clause 5.1. The Customer acknowledges that such provision takes place pursuant to its instruction, expressed through the User.

5.3. The AI Tool is a third-party service, engaged by the Customer or by the User, and does not constitute a sub-processor of Hemil. The processing carried out by it is governed by the terms of its provider, and Hemil is not responsible for such processing or for the content of the responses generated.

5.4. Actions performed by the AI Tool in the Service are recorded in the name of the User who connected it.

6. Hemil's Access to Customer Data

6.1. The Customer authorizes Hemil to access the Customer Data exclusively in the cases set out in this clause, such access being limited to what is strictly necessary for the respective purpose.

6.2. Support. Hemil's support team may view the Service from the perspective of a User of the Customer, in order to handle a support request or to investigate a failure or security incident, subject to the following:

  1. the reason for the access shall be recorded beforehand;
  2. the access shall be read-only, any writing on behalf of the User being prohibited;
  3. the access shall be of limited duration;
  4. the access shall appear in the Customer's audit log, and the Administrators shall be notified by email at the time of access.

6.3. Oversight. Hemil's managing partners may view the Service from the perspective of a User of the Customer, exclusively for reading and for the exhaustive purposes of ensuring the quality and security of the Service and of verifying compliance with these Terms. Such access shall be recorded in Hemil's internal control, shall not appear in the Customer's audit log and shall be shown to the Customer upon written request, in the event of an incident or of a dispute.

6.4. Legal obligation. Hemil may access and provide Customer Data in order to comply with a court order or a request from a competent authority, notifying the Customer beforehand, unless prohibited by law or by the order itself.

6.5. Implementation. Where implementation services are provided for in the Order Form (clause 2.5), Hemil's team may enter Customer Data into the Service, including by importing pre-existing data, within the limits of the scope and term set out in the Order Form. Each entry shall appear in the Customer's audit log, and the Administrators shall be notified by email.

6.6. Billing. Hemil shall determine monthly the number and identification (name and email address) of active Users and the Modules made available, exclusively for the calculation of the price, and may provide such list to the Customer.

6.7. All persons who access Customer Data on behalf of Hemil shall be subject to a duty of confidentiality and shall use it solely for the purpose of the access.

7. Customer Data

7.1. The Customer Data are owned by the Customer. Hemil acquires no right over them beyond those strictly necessary for the provision of the Service, under the terms of this contract.

7.2. With respect to the personal data contained in the Customer Data, the Customer acts as controller and Hemil as processor, pursuant to the Brazilian General Data Protection Law (LGPD) (Lei nº 13.709/2018). The processing of such data is governed by the Data Processing Agreement, which prevails over these Terms on the matter.

7.3. The Customer represents and warrants that it has a legal basis for the processing of the personal data that it enters into the Service and that it has provided data subjects with the information required by law.

7.4. The Customer is solely responsible for the content of the Customer Data. Hemil does not review such content, save for the cases provided in clause 6.

8. Usage Data, Aggregated and Anonymized Data

8.1. Hemil records Usage Data in order to operate, protect and improve the Service. Usage Data record the action performed, and not its content, such as, for example, the creation of a contract, without the text thereof.

8.2. The Customer authorizes Hemil to generate, from the Usage Data and the Customer Data, aggregated and anonymized data that do not allow the identification of the Customer, the Users or any data subject, pursuant to Article 12 of the LGPD.

8.3. Hemil may use the data referred to in clause 8.2 to improve the Service, including for the training of artificial intelligence models, and to offer comparisons between companies, such as the average price paid to a given category of supplier, and shall never reveal to one company the content of another.

8.4. The use of non-anonymized Customer Data for the training of artificial intelligence models, whether proprietary or third-party, depends on the express authorization of the Customer, given in the Order Form or in a separate written instrument.

9. Price, Billing and Non-Payment

9.1. The Customer shall pay Hemil the price under the conditions, within the periods and in the manner set out in the Order Form, which shall govern, inter alia, the criterion for determining the number of Users, the monthly minimum, the price adjustment, the charges for late payment and the consequences of default.

9.2. Taxes shall apply in accordance with applicable legislation. Withholding taxes for the Customer's account shall be deducted as provided by law.

10. Availability and Support

10.1. Hemil shall use its best efforts to keep the Service available 24 (twenty-four) hours a day, 7 (seven) days a week, with a monthly availability target of 99.5%, excluding scheduled maintenance and cases of fortuitous event or force majeure (Article 393 of the Código Civil).

10.2. Scheduled maintenance shall be notified at least 48 (forty-eight) hours in advance and carried out, whenever possible, outside Brasília business hours.

10.3. Support shall be provided through the channel published by Hemil, on business days, from 9 a.m. to 6 p.m., Brasília time. An incident that prevents use of the Service shall receive a first response within 4 (four) business hours.

10.4. Failure to meet the availability target shall not give rise to any discount, penalty or compensation, unless otherwise provided in the Order Form.

11. Intellectual Property

11.1. The Service, the software, the Hemil trademark and the documentation are owned by Hemil or its licensors. This contract does not transfer to the Customer any right over them beyond the license of use provided for in clause 2.

11.2. Suggestions and criticisms sent by the Customer or the Users regarding the Service may be freely used by Hemil, without consideration and without any obligation of attribution.

11.3. The Customer Data are governed by clause 7.

12. Confidentiality

12.1. Each Party shall keep confidential the non-public information received from the other by reason of this contract, including the Customer Data, the prices and the technical and security information of the Service ("Confidential Information").

12.2. The receiving Party shall disclose Confidential Information only to employees, contractors and advisors who need it for the performance of this contract and who are subject to an equivalent duty of confidentiality, and shall be liable for any breach committed by them.

12.3. Confidential Information does not include information that: (a) is or becomes public through no fault of the receiving Party; (b) was already lawfully in the possession of the receiving Party; (c) was independently developed by the receiving Party; or (d) must be disclosed by force of law or by order of a competent authority, in which case the receiving Party shall notify the other beforehand, where permitted.

12.4. The duty of confidentiality shall remain in force during the contract and for 5 (five) years after its termination. With respect to the Customer Data and trade secrets, it shall last for as long as the information retains its confidential nature.

13. Warranties and Limitation of Liability

13.1. Hemil warrants that the Service shall operate substantially in accordance with the documentation. Upon a nonconformity being found, Hemil shall correct it within a reasonable period; failing that, the Customer may terminate the affected Module and obtain a refund of the amount paid for the unused period.

13.2. Except for the warranty in clause 13.1, the Service is provided "as is". Hemil does not warrant that the Service will meet the specific needs of the Customer or that it will operate uninterrupted or error-free. The Service does not constitute legal, accounting or compliance advice, and decisions made with its support are the sole responsibility of the Customer.

13.3. Neither Party shall be liable to the other for lost profits (lucros cessantes), loss of revenue or of opportunity, or indirect damages.

13.4. The total liability of each Party arising from this contract is limited to the amount paid or owed by the Customer in the 12 (twelve) months preceding the event giving rise to the damage.

13.5. The limitations in clauses 13.3 and 13.4 do not apply: (a) in cases of willful misconduct (dolo) or gross negligence (culpa grave); (b) to the obligation to pay the price; and (c) to a breach of clause 4 (Acceptable Use) or of clause 11 (Intellectual Property). For a breach of clause 12 (Confidentiality) or of the Data Processing Agreement, the limit shall be 2 (two) times that provided in clause 13.4.

14. Term, Termination and Exit

14.1. The contract shall remain in force for the term set out in the Order Form and shall be automatically and successively renewed for equal periods, unless either Party gives written notice to the contrary at least 30 (thirty) days before the end of the current period.

14.2. Either Party may terminate the contract, upon notice, if the other: (a) breaches a material obligation and fails to cure the breach within 30 (thirty) days of receipt of the notice; or (b) is declared bankrupt.

14.3. Exit. During the 30 (thirty) days following the termination of the contract, access to the Service shall remain suspended, and the Customer may request Hemil to export the Customer Data, which shall be delivered to it free of charge, in a commonly used format.

14.4. Upon expiry of the period in clause 14.3, Hemil shall delete the Customer Data, and backup copies shall be deleted in the respective cycle, within up to 35 (thirty-five) days. The following are excepted from deletion: (a) data whose retention is required by law, such as access logs, for the period set out in Article 15 of Lei nº 12.965/2014 (Marco Civil da Internet), and billing data, for the period set out in tax legislation; (b) the record of access by Hemil's team to the Customer Data (clause 6), for a period of 5 (five) years, for the regular exercise of rights in judicial, administrative or arbitral proceedings; and (c) the anonymized data referred to in clause 8.2. Hemil shall confirm the deletion in writing, upon the Customer's request.

14.5. Clauses 7, 8.2, 8.3, 11, 12, 13, 14 and 16 survive the end of the contract.

15. Changes to These Terms

15.1. Hemil may amend these Terms by notice sent to the email address of the Administrator registered in the Service, at least 30 (thirty) days before the amendment enters into force. Continued use of the Service after that date shall constitute tacit acceptance of the new Terms, subject to clauses 15.2 and 15.3.

15.2. If the amendment materially prejudices the Customer, the Customer may reject it in writing within the period of the notice, in which case it may terminate the contract, at no charge, with effect on the date the amendment enters into force.

15.3. An amendment to these Terms shall never expand the use of the Customer Data beyond that already authorized by the Customer without its express consent.

16. General Provisions, Governing Law and Venue

16.1. Neither Party may assign this contract without the prior written consent of the other, except for assignment to a successor as a result of merger, corporate absorption (incorporação), spin-off or sale of all or most of the assets, upon notice.

16.2. Communications between the Parties shall be made in writing, by email: to the Customer, at the address indicated in the Order Form; to Hemil, at contato@hemil.com.br.

16.3. Forbearance by a Party regarding the breach of any obligation shall not constitute waiver, novation or amendment of what was agreed. The invalidity of any clause shall not affect the others.

16.4. The Parties are independent of each other. This contract does not create a partnership, employment, representation or agency relationship between them.

16.5. The Parties acknowledge the validity and effectiveness of the electronic signature of the Order Form and its amendments, under Article 10, § 2, of Medida Provisória nº 2.200-2/2001.

16.6. This contract is governed by the laws of the Federative Republic of Brazil. The venue (foro) of the judicial district of Curitiba, State of Paraná, Brazil, the seat of Hemil, is elected to settle the disputes arising from it, waiving any other, however privileged it may be.