PROVIDER (CONTRATADA): UDISOFTBOX CONSULTORIA E TECNOLOGIA LTDA, CNPJ 40.737.902/0001-20, headquartered at Rua Bocaiuva, nº 434, Sala 1, Morada da Colina, Uberlândia/MG, CEP 38.411-126, Brazil, owner of INGESTIA.IO (“INGESTIA”).
CUSTOMER (CONTRATANTE): ⟨client⟩, CNPJ ⟨client⟩, headquartered at ⟨client⟩ (“CUSTOMER”).
The parties enter into this Agreement, which incorporates the Commercial Proposal, Terms of Use, Privacy Policy, DPA and Subprocessor List.
1. Subject matter
1.1. INGESTIA will make available to the CUSTOMER, by remote access, a SaaS platform for ingestion, datalake, transformation, querying, artificial intelligence, APIs and dashboards, according to the Plan.
1.2. Implementation, migration, training, development or dedicated support services form part of the subject matter only when described in the Proposal.
2. License and limits
2.1. The license is temporary, non-exclusive, non-transferable, limited to the CUSTOMER's internal use during the term and conditioned on payment.
2.2. Users, connectors, storage, processing, queries, credits and other allowances will follow the Plan. Overages may be blocked or charged according to the accepted price table.
3. Implementation and acceptance
3.1. The CUSTOMER will provide access, data, responsible persons and infrastructure under its responsibility. Delays in these dependencies extend the schedule.
3.2. Where implementation has been contracted, acceptance will occur upon written confirmation, productive use or absence of any report of a material defect within 5 (five) business days after delivery.
3.3. Reproducible defects will be fixed according to priority. Requests for improvements or changes in scope will be quoted separately.
4. Price, credits and payment
4.1. The CUSTOMER will pay the amounts and taxes set out in the Proposal. The model may combine a subscription and prepaid consumption credits.
4.2. Credits, validity, minimum consumption, renewal and refunds will follow the Proposal. Cost estimates do not replace the consumption measured by actual processing.
4.3. Payments will be processed by Asaas. Late payments subject the CUSTOMER to monetary adjustment, interest of 1% (one percent) per month, a late fee of 2% (two percent) and suspension after notice, within legal limits.
4.4. Recurring amounts will be adjusted every 12 months by the IPCA/IBGE (Brazilian consumer price index), or a substitute index, without prejudice to revision due to a change in scope.
5. INGESTIA's obligations
INGESTIA's obligations are to:
- provide the service in accordance with the documentation and the Plan;
- maintain a compatible team and infrastructure;
- fix failures under its responsibility;
- protect confidentiality and data in accordance with the DPA;
- provide support by e-mail (contato@ingestia.io), Monday to Friday, from 9 a.m. to 6 p.m. (Brasília time); and
- communicate material changes, incidents and maintenance under the contracted terms.
6. CUSTOMER's obligations
The CUSTOMER's obligations are to:
- pay on time and use the Platform within the law;
- ensure rights and legal bases over the connected data;
- protect accounts, sources, networks and credentials;
- review queries and results, especially those generated by AI;
- keep copies of critical data and its own business continuity plan; and
- cooperate with diagnosis, support and incident response.
7. Service level and support
7.1. Unless an SLA is set out in the Proposal, INGESTIA will use commercially reasonable efforts, without any guarantee of uninterrupted availability.
7.2. The following do not count as unavailability: announced maintenance; failure of the CUSTOMER or of its source; the public internet; force majeure; legitimate suspension; or a third-party service beyond INGESTIA's reasonable control.
7.3. Service credits, if provided for, constitute the exclusive compensation for breach of the SLA, without excluding non-waivable rights.
8. Data and LGPD
8.1. The CUSTOMER owns its data and is the controller of the personal data entered. INGESTIA is the processor, in accordance with the DPA and the Brazilian General Data Protection Law (LGPD).
8.2. For registration, billing and security data, INGESTIA is the controller, in accordance with the Privacy Policy.
8.3. The CUSTOMER authorizes the listed subprocessors and acknowledges the international transfers described, subject to the legal safeguards.
9. Confidentiality
9.1. Each party will protect technical, commercial and strategic information and data marked as, or reasonably understood to be, confidential, using them solely for the purposes of the Agreement.
9.2. The obligation does not cover information that is demonstrably public, already lawfully known, legitimately received from a third party or independently developed.
9.3. Disclosure required by law will be limited to what is necessary and, where permitted, preceded by notice. The obligation remains in force during the Agreement and for five years thereafter, with no time limit for trade secrets and personal data for as long as they are protected by law.
10. Intellectual property
10.1. INGESTIA retains rights over the Platform, documentation, trademark, architecture, components and improvements. The CUSTOMER retains rights over Customer Data.
10.2. Customized deliverables will follow the Proposal. Generic components, libraries, know-how and pre-existing tools remain with the party that held them.
11. Term and termination
11.1. The Agreement will remain in force for 12 (twelve) months, renewing for equal periods unless notice is given at least 30 (thirty) days in advance.
11.2. Either party may terminate for a material breach not cured within ten business days after notice; insolvency; unlawful use; or a serious breach of security/confidentiality.
11.3. Termination without cause, penalties, prior notice and any refund of balance will follow the Proposal and legal rights.
11.4. Upon termination of the Agreement, the CUSTOMER will have 30 (thirty) days to export data. Deletion will follow the DPA.
12. Liability
12.1. Each party is liable for acts under its control. INGESTIA is not liable for the content, lawfulness or quality of the data provided by the CUSTOMER, decisions made based on unvalidated output, or failures of the CUSTOMER's sources or configuration.
12.2. To the extent permitted by law, indirect damages, lost profits and loss of opportunity are excluded. INGESTIA's total liability is limited to the amount actually paid in the 12 months preceding the event.
12.3. The limit does not apply where prohibited by law, nor to willful misconduct, fraud, infringement of third-party intellectual property, confidentiality or data protection obligations whose limitation would be invalid.
13. Acts of God and third parties
13.1. Neither party will be liable for delay caused by an unavoidable event beyond its reasonable control, and must mitigate its effects and notify the other party.
13.2. Dependencies on Google Cloud, Vercel, Neon, Asaas, Anthropic, Resend and authentication do not relieve INGESTIA of its obligations, but will be taken into account when establishing facts and contractual remedies.
14. General provisions
14.1. Assignment requires consent, except in a corporate reorganization that preserves capacity and data protection.
14.2. Notices will be sent to the contacts in the Proposal. Forbearance does not constitute a waiver. The invalidity of any clause does not affect the others.
14.3. This instrument and its annexes constitute the entire agreement. In the event of a conflict, the following prevail, in this order: signed amendment; Proposal; DPA for data protection; Agreement; Terms.
14.4. Electronic signatures are valid. Brazilian law applies, and the courts of Uberlândia/MG are elected as the venue, except for any mandatory venue.
Uberlândia/MG, on the date of electronic acceptance.
INGESTIA — PROVIDER (CONTRATADA)
CUSTOMER (CONTRATANTE)
WITNESS 1 — Name/CPF
WITNESS 2 — Name/CPF