General Terms and Conditions of Use of the Nova Platform
Version 2.0 · Updated November 2026
These General Terms and Conditions of Use of the Nova Platform (“Terms of Use”) govern the access to, use and operation of Nova’s digital platforms and the Nova app (“Platform”), and must be complied with by all users (“Users” or “You”).
The Platform is made available and managed by UP DESENVOLVIMENTO DE TECNOLOGIA LTDA., a company registered under CNPJ/MF No. 51.709.241/0001-45, with its registered office at Rua Fernão Dias, nº 323, apto. 52, bairro Pinheiros, CEP 05427-010, in the City of São Paulo, State of São Paulo (“Nova”).
We ask that You read these Terms of Use carefully, as the use of the Platform is subject to Your agreement with and acceptance of these Terms of Use, as well as of Nova’s Privacy Policy (“Privacy Policy”) and the Partner’s terms of use, which can be found at the bottom of this document (“Partner Terms”). Acceptance of these Terms of Use, the Privacy Policy and the Partner Terms shall imply acknowledgment that You have read and understood all the terms contained in these documents. These Terms of Use, the Privacy Policy and the Partner Terms have the legal nature of a contract, and their acceptance shall bind You to their terms and conditions. If You do not agree with these Terms of Use, the Privacy Policy or the Partner Terms, You must refrain from using the Platform.
If You have any questions about these Terms of Use, the Privacy Policy and/or the Partner Terms, we recommend that You contact Nova before accepting them, through the user service channels, the Platform chat or the e-mail contato@explorenova.com.br. We will be pleased to clarify any questions You may have.
NOVA PLATFORM AND SERVICES
Nova offers its Users greater financial independence and control, enabling them, through the Platform, to make payments with payment instruments, including credit cards (“Transaction”), in installments, regardless of the preference of the recipient and/or beneficiary of the Transactions, such as merchants, retailers, service providers, etc. Accordingly, Nova aims to allow its Users, for example, to pay in installments for purchases at stores that do not offer an installment option, to split purchases into a greater number of installments than the stores offer, and even to secure any specific discounts offered by the retailer for single, upfront payments by credit card, while being debited in installments from their Nova Account.
Nova’s services include (i) the registration and management of Users eligible to use the Platform and to issue Nova Virtual Cards, as defined below; (ii) payment intermediation; and (iii)the administration of the set of rules governing the provision of Nova’s payment services (“Services”). Nova does not provide any type of service that is restricted by law to institutions authorized to operate by the Central Bank of Brazil (“BCB”) and/or to insurance companies, such as banking services, foreign exchange services or the offering of insurance without the engagement of a Partner (as defined below).
The Services offered by Nova on the Platform shall operate as follows:
The User must register on the Platform in compliance with the provisions of these Terms of Use, and Nova may, at its sole discretion, enable or decline to enable the User to use the Platform;
Once their access is enabled, the User shall become the holder of a post-paid payment account (“Nova Account”) and must register one or more credit cards held in their own name, duly qualified and issued by a financial or payment institution of their choosing. It is the User’s duty to keep all data of the credit cards registered on the Platform up to date, as well as to always keep at least 1 (one) active credit card registered;
To carry out any Transaction with third parties through Nova’s Services, the User must create on the Platform a “Nova Virtual Card” or another payment instrument available for use on the Platform;
Nova may, at its sole discretion, limit its Services according to the nature and amounts involved in the Transaction or the User’s risk profile, for example (a) by establishing minimum amounts for the purchase and for each installment, (b) by requesting further information from Users; and/or (c) by refusing Transactions involving certain merchants;
To create the Nova Virtual Card, the User must enter on the Platform the exact amount of the Transaction in question and the number of installments into which they would like to split it. Once such data have been entered, the Platform will generate a specific “Fee” amount for that Transaction, as consideration for the Services. The User shall complete the Nova Virtual Card creation process only if the User agrees with the amount indicated as the Fee;
During the Nova Virtual Card creation process, symbolic and temporary amounts of up to R$ 0,99 (ninety-nine centavos) may be charged to the User through the credit cards previously registered on the Platform, in order to verify the registered credit cards and/or their ownership. The amounts charged shall be reversed after verification, without compromising the User’s credit limit;
Once the Nova Virtual Card has been issued, the User must make the purchase from the third party using the Nova Virtual Card data. The third party will receive the payment in the form of a single-installment credit purchase, and the User will have the Transaction amount charged by Nova to the credit cards registered on the Platform, plus the Fee, to be calculated based on the installment conditions established at the time the Nova Virtual Card is issued; and
All data on the Transactions carried out by the User will be recorded on the Platform and may be accessed and reviewed for better control.
USE OF THE PLATFORM
To access and use the Platform and to create a Nova Account, the User must be an individual at least 18 (eighteen) years of age who is legally capable of entering into binding contracts. Accordingly, by accepting these Terms of Use, the Privacy Policy and the Partner Terms, the User declares that (i) they are 18 (eighteen) years of age or older; (ii) they are fully capable of entering into contracts in their own name; (iii) they are fully aware of and agree to these Terms of Use, the Privacy Policy and the Partner Terms; and (iv) they acknowledge that Nova and the Partner will verify whether they are a Politically Exposed Person (“PEP”), and they undertake to inform Nova immediately should they become a PEP.
For purposes of these Terms of Use, politically exposed persons (or simply PEP) are deemed to be public officials who hold or have held, within the last 5 (five) years, in Brazil or in foreign countries or territories, any relevant public offices, positions or functions, as well as their representatives, family members and other persons in their close relationships.
To use the Platform, the User must register by providing Nova with all information requested during registration, which will be processed in accordance with the Privacy Policy and in accordance with the Partner Terms.
The User shall be responsible for checking that all of their data are correct and reflect their actual circumstances at the time the information is registered, even where data are filled in automatically by Nova. By registering, the User warrants the accuracy, clarity, authenticity, lawfulness, validity and currency of the information provided.
The User must always keep their data up to date, and Nova shall not be obliged to monitor Users’ data or any additional information provided by the User, but may, at its sole discretion, delete or question any data that appear to it to be untrue, or request that the User’s identification and registration data be updated.
Nova reserves the right to use all valid and possible means to confirm the User’s identity and the information entered by the User on the Platform, as well as to verify compliance with the requirements for use of the Platform, including through the use of data authentication services provided by third parties.
Nova may, at any time and at its discretion, request copies of the User’s documents and/or photos (selfies) to verify the accuracy of their registration information, as well as share such data with the third parties mentioned above and with the Partner (as defined below), in accordance with the Privacy Policy and the Partner Terms. If Nova finds that the User’s registration contains false, fraudulent, inaccurate or outdated data, the User acknowledges and agrees that they shall have a period of 2 (two) business days to make the necessary corrections or to provide proof of accuracy; otherwise, Nova may, at its sole discretion, suspend or close the User’s account.
In addition, Nova reserves the right to carry out periodic checks on the User using its own or third-party information to ascertain potential improper conduct, and may, at any time and at its discretion, reduce limits, or suspend, block or delete accounts if it finds that the User does not conform to the expected behavior and poses a risk to Nova.
The User is aware that third-party access to the account on the Platform may give such third party access to the User’s data. Therefore, if the User has any reason to believe that the confidentiality of such information has been compromised, the User must contact Nova immediately.
Use of the Platform will necessarily depend on equipment and devices connected to an internet network, which must be independently obtained and contracted by the User. In addition, verification and security procedures during registration or for the User’s access to the Platform may depend on third-party apps, such as WhatsApp, which the User must contract independently, under the User’s sole responsibility. Access to and use of the Platform may be impaired due to the operating system version of the User’s device or the technical conditions of the devices the User uses. Adapting and updating devices, browsers or operating system versions for the operation of the Platform is the User’s responsibility.
User support services shall be provided through the WhatsApp app, or any other similar messaging system, whether for carrying out the Platform’s verification and security procedures or for other reasons. Accordingly, the User shall be independently responsible for having an active account with the messaging systems available for support, as well as for understanding, accepting and complying with the specific terms and conditions for their use. The User understands that Nova has no control whatsoever over the WhatsApp app or any other similar messaging system that may be used, and agrees to hold Nova harmless from any failure or damage arising from the use of the app in question.
The services offered by the Platform may also use third-party services, channels, platforms or products, including the Partner (as defined below) (“Third-Party Services”), operated by third parties and over which Nova has no control or influence whatsoever. Such Third-Party Services may include, for example, services for making and receiving payments, instant messaging apps and cloud storage apps, among others. In such cases, the use of such Third-Party Services will be subject to the specific terms and conditions of each Third-Party Service, which must be accessed, understood and fully accepted by the User.
Nova has no control over the Third-Party Services and shall not be responsible for the content, practices and services offered by any third parties, even where they appear on its Platform. The presence of third-party content on the Platform does not imply any endorsement, approval, partnership, supervision, complicity or joint liability on the part of Nova with respect to such sites and their content.
The User is aware that Nova may, at its sole discretion and at any time, request from the User additional information or measures for identity verification procedures, or obtain information by consulting third parties, such as the Brazilian Federal Revenue Service (Receita Federal do Brasil) and the National Financial System Customer Registry – CCS, and may also obtain from third parties the User’s own financial data, such as personal and/or commercial credit reports from credit analysis agencies such as the Credit Protection Service (Serviço de Proteção ao Crédito) – SPC or SERASA, for identity verification and security procedures, for the User’s registration and/or for any other reason.
Nova reserves the option to block the User’s access to the Platform, for security reasons, in the event of suspected fraud, an unlawful act, use of third-party data, or any other violation of these Terms of Use, the Privacy Policy, the Partner Terms or applicable laws and regulations, without the need for any proof or prior notice to the User.
Nova may reject and/or cancel any request made by the User if it identifies a violation of these Terms of Use, the Privacy Policy, the Partner Terms or applicable laws and regulations, without the need for any proof or prior notice to the User.
Nova shall not be liable for any damages suffered as a result of the discontinuation and/or modification of old versions of the Platform, nor for damages suffered as a result of failures in the messaging app used or in other Third-Party Services.
Nova must not be used to purchase the prohibited items described below:
Dangerous items: We wish to help keep people safe, both online and offline; therefore, we do not permit the use of Nova in transactions involving products that may cause damage, harm or injury (for example: firearms and other weapons, explosives and narcotics).
Adult products and services: We do not permit the use of Nova for pornography and other sexually explicit material. This includes, but is not limited to: prostitution, escort services or any product or service that promotes sexual themes involving minors, non-consensual acts or other illegal sexual themes.
Wholesale currency exchange: We do not permit the use of Nova for wholesale currency exchange. Examples: discounted currencies or currency exchange operations; currencies backed by precious metals.
Political content: We do not permit the use of Nova for products and services that contain or promote political content. Political content includes advertisements for political organizations, political parties, advocacy for political causes or fundraising, as well as individual candidates and politicians.
Tobacco and Cigarettes: We do not permit the use of Nova to purchase tobacco, any products that contain tobacco or that directly facilitate the consumption of tobacco, or any products designed to simulate the act of smoking (including electronic cigarettes).
By accepting these Terms of Use, Users grant a mandate to Nova, appointing it as their lawful attorney-in-fact, pursuant to Articles 653 et seq. of the Civil Code, for the purpose of carrying out, as applicable, payment orders, credit and financing operations, transfers, redemptions of funds, receivables discount operations, payment of charges and taxes, negotiations, pass-through transfers and/or any other legal acts arising from, necessary for or convenient to the performance of the services that are the subject matter of these Terms of Use. The mandate provided for in this clause is granted as a condition of the business arrangement, pursuant to Article 684 and the sole paragraph of Article 686 of the Civil Code.
The acceptance of these Terms of Use, the Privacy Policy and the Partner Terms, as well as the opening of the Nova Account and the QI Account, are carried out electronically on the Platform. Nova records and stores, securely and with integrity, the evidence of such acceptance, including the date and time, IP address, device identification, version of the documents accepted and the result of the biometric validation (facial recognition) carried out at registration. The User acknowledges and agrees that such records constitute a valid means of proving the User's identity, the User's expression of will and the contracting of the services, pursuant to Article 10, §2, of Provisional Measure No. 2,200-2/2001.
PAYMENTS
Use of the Platform by the User is free of any charge. However, the issuance of Nova Virtual Cards for carrying out Transactions is subject to payment of the Fees indicated on the Platform, which will be charged directly to the credit cards registered in the User’s Nova Account.
The amounts corresponding to each of the installments of the Transactions, as defined by the User at the time each Nova Virtual Card is issued, will be charged directly to the credit cards registered in the User’s Nova Account.
In addition to paying the Fees and other amounts owed to Nova as a result of the Transactions, the User is responsible for ensuring that all cards registered on the Platform are active and have sufficient available credit limit to carry out the Transactions. If there is insufficient limit on the credit cards registered on the Platform to cover payment of the amounts owed, the User will be notified by Nova to immediately pay the applicable charges, failing which the User shall be deemed in default, automatically and without the need for any notice or other formality.
Non-payment or late payment of any amounts owed by the User may give rise to the payment of a fine, default interest and monetary adjustment.
The User’s default may also give rise to the immediate termination of these Terms of Use and the adoption of legal measures to collect the amount owed, including the registration of the outstanding debt with credit protection agencies.
Irrevocability of the Transaction. The User acknowledges and agrees that, once a Transaction has been completed through the Platform - regardless of the payment instrument used, including Pix and Boleto -, it is considered final and irrevocable and may not be canceled, reversed or undone with Nova at the User’s initiative. The User acknowledges, in particular, that Transactions carried out via Pix are settled immediately and definitively, and that Transactions carried out via Boleto, once cleared, do not admit cancellation or reversal, there being, in both cases, no mechanism that allows them to be undone by Nova. The Fee owed for the Transaction is considered fully due upon its completion and is non-refundable, even if the purchase made from the third party is subsequently canceled or refunded. Any cancellation or refund of the purchase made from the merchant or service provider will depend exclusively on the policy of the respective third party and shall be subject to the provisions of item 3.6, without prejudice to the rights guaranteed to the User under applicable consumer protection legislation.
If the User does not recognize a Transaction and/or a Nova Virtual Card in their history on the Platform, the User must contact Nova immediately, which will instruct the User on the procedures to be adopted in the specific situation. The User hereby acknowledges that Transactions carried out and/or Nova Virtual Cards issued as a result of the User’s own action or omission, including any failure to preserve the confidentiality of their access credentials, are the User’s own responsibility.
If any Transaction is canceled and/or must be refunded by Nova, Nova shall ensure the refund of any amounts to the User, to be credited directly to the credit card registered on the Platform, within 10 (ten) business days from the time Nova receives the refund from the original recipient of said Transaction. If You do not identify an applicable refund, please contact Nova for more information.
Users are aware that access to the Platform and use of the Services may involve Third-Party Services and are subject to compliance with the requirements set forth in the applicable regulations, including, without limitation, the rules issued by the BCB and the regulations of the payment arrangements in which the Partner (as defined below) participates, as applicable in each case, which stipulate terms, charges, conditions and guidelines that are specific to and independent of Nova, over which Nova has no responsibility or management whatsoever, and with which Users must agree. Otherwise, non-acceptance of these terms relating to Third-Party Services may limit Users' access to the Services.
Each Party shall be individually and exclusively responsible for the respective taxes for which it is the taxpayer, in accordance with the applicable laws.
DUTIES OF THE USER
The User shall not engage in, assist in, or enable other persons to engage in any of the following activities:
Using the Platform in a manner that in any way results in violations of the applicable law, these Terms of Use, the Privacy Policy or the Partner Terms;
Copying, assigning, licensing, sublicensing, selling, renting, leasing or pledging as collateral, distributing, sharing, reproducing, donating, disposing of in any manner, making available, granting access to the Platform or transferring, in whole or in part, under any arrangement, free of charge or for consideration, temporarily or permanently, the Platform software, as well as its modules, parts, manuals or any information relating to it, including any and all Nova content;
Using, imitating or reproducing the Nova name, any Nova trademark, logo, the layout and design of any Platform page or any information owned by Nova, without Nova's express, prior and written consent;
Decompiling or promoting and/or facilitating any reverse engineering, unauthorized access, or attempted reverse engineering or unauthorized access, to the source code of the Platform;
Employing software, techniques and/or artifices for the purpose of collecting data or misusing the Platform for practices harmful to Nova, to other Users or to third parties, such as hacking, scraping, crawling, exploits, spamming, flooding, spoofing, crashing, root kits, etc.;
Reproducing, adapting, modifying and/or using, in whole or in part, for any purpose, the Platform or any Nova content without Nova's express authorization;
Performing any action that causes harm to or negatively affects, or that may cause harm to or negatively affect, the proper functioning of the Platform and/or Nova's reputation in any way;
Using or permitting the use of the Platform for a purpose other than that for which it was made available by Nova, as well as for, by, or for the benefit of third parties;
Providing untrue, inaccurate or fictitious information to Nova;
Impersonating or attempting to impersonate other Users or using other Users' accounts, as well as falsifying, omitting or simulating IP, network or e-mail addresses, in an attempt to conceal identity or authorship or to hold innocent third parties liable;
Engaging in suspicious and/or potentially fraudulent activities;
Violating or threatening the rights and interests of Nova, of other Users or of third parties;
Performing acts contrary to morality, the law and public order, including, but not limited to, corruption, money laundering, among others;
Using the Platform for the purpose of developing or operating a product similar to or competing with the Platform or any other Nova product or service, as well as facilitating access to the Platform by a competitor of Nova; and/or
Refusing to provide information or documents that may be requested by Nova for investigation processes, identity verification, compliance with court orders, regulatory requirements and/or other purposes defined by Nova.
By using the Platform, the User agrees that the User is responsible for restricting access to the device used to access the Platform, being responsible for all activities that occur from the User's account, such that Nova has no obligation to monitor access to the Platform made in the User's name.
Nova is not responsible for the misuse, by any User, of the information and tools made available on the Platform, for whatever purposes, nor is it responsible for damages and losses of any nature that may arise from the misuse of the Platform.
Any infringement of rights belonging to Nova, to other Users or to third parties shall be the sole responsibility of the User who caused it. Such User shall be liable for damages and/or losses of any nature arising from the breach of any of the obligations of these Terms of Use or of the applicable laws and regulations.
NOVA'S RIGHTS
Nova may, at its sole discretion, at any time, and without the need for prior notice, add, remove or modify the features offered on the Platform, as well as the Platform itself. Nova does not undertake to keep active any tool, feature or service that has been offered in the past through the Platform, regardless of whether it was offered for consideration or free of charge.
Nova may, at its sole discretion, carry out any and all inquiries, investigations and internal analyses of the User's data and/or data related to the User's use of the Platform, as well as adopt any corrective measures for the purpose of correcting problems, preventing fraud, meeting User requests and any other purpose necessary to preserve the integrity of the Platform and of the Users.
In the event of a breach or suspected breach of these Terms of Use, the Privacy Policy, the Partner Terms or any legal provision by the User, or for any other reason, at its sole discretion, Nova may, without prejudice to other measures, by itself or through third parties, at any time, without the need for any prior or subsequent warning or notice to the User, by any means or in any form, and without the need for proof: (i) suspend or limit the User's access to the Platform and other Nova systems; (ii) suspend or block Platform features for the User; (iii) refrain from providing the Services to the User in the future; and/or (iv) take other civil or criminal measures it deems necessary for compliance with these Terms of Use, for the proper functioning of the Platform and for the redress of the respective damages caused. In this event, the User agrees to fully release Nova from any and all liability arising from any losses or damages in connection with the loss and/or unavailability of information, documents or other content in general and/or for losses, damages and lost profits.
DATA PROTECTION
Access to and use of the Platform subject the User to the processing of certain information belonging to the User, including personal data, under the terms of Law No. 13,709/18 (Brazilian General Data Protection Law). By registering on the Platform, the User agrees to the Privacy Policy, which must be read and understood by the User, as well as to the processing of the User's data by Nova, which will be carried out as set forth in the Privacy Policy.
INTELLECTUAL PROPERTY
These Terms of Use grant the User a personal, worldwide, revocable, non-exclusive and non-transferable license to use the Platform for the sole purpose set forth herein. This license does not grant the User the right to use the Platform for any purpose not expressly set forth in these Terms of Use. Accordingly, the license does not authorize the User, without any limitation, to copy, modify, distribute, sell or rent the Platform, the services and the content of Nova and of other Users made available and/or enabled through the Platform, nor does it permit access to the source code of the software used in the Platform.
Any and all intellectual property rights of Nova, including patents, designs, databases, trademarks, copyrights, source codes, and other rights related to the Platform or to Nova content made available on the Platform, such as, but not limited to, texts, images, videos, sounds, illustrations, graphics, data, logos, icons, photographs, editorial content, notifications, software, computer programs, source codes, trade dress and any other material, including the selection and arrangement of such materials, belong, and will continue to belong, to Nova. Accordingly, the User does not acquire, through these Terms of Use, any intellectual property right of Nova and/or related to the Platform.
The User is aware and agrees that all content sent to Nova or to the Platform (including reviews, feedback, information, data and interactions, testimonials, suggestions, complaints, ideas, comments, contacts and interactions by any means with Nova or through the Platform) automatically becomes the property of Nova, which shall be the sole and exclusive holder of the intellectual property rights over such content. If the assignment of the intellectual property rights over the content created by the User and shared with Nova or through the Platform is prohibited by the applicable laws, the User hereby grants Nova an exclusive, global, free-of-charge, unlimited, irrevocable license, valid in perpetuity (or for the maximum period of legal protection), to use and exploit the content in such manner as Nova deems best, and at its sole discretion.
LIMITATION OF LIABILITY
To the maximum extent permitted by law, Nova disclaims any warranties and/or liabilities, express or implied, arising from or relating to the use of the Platform, including warranties of possible fitness for a particular purpose. The User's use of the Platform and other Nova solutions is entirely at the User's own responsibility and risk, and the Platform is provided on an as-is basis. In this regard, Nova does not warrant that:
Access to the Platform, its content and/or its operation will be uninterrupted or error-free;
The Platform and the Services will meet the User's needs and expectations;
The Platform will operate in a timely and secure manner; and/or
Any errors in the content or on the Platform will be effectively corrected.
Nothing written in these Terms of Use is intended to exclude or limit any condition, warranty, right or liability that cannot be legally excluded or limited. Some jurisdictions do not allow the exclusion of certain warranties or conditions or the limitation or exclusion of liability for losses and damages. Consequently, only the limitations that are permitted by law in the User's jurisdiction shall apply. In cases where an exclusion of liability is not possible, but a limitation of liability is legally applicable, Nova's total liability shall be limited to R$ 1.000,00 (one thousand reais).
The User agrees to defend, indemnify and hold harmless Nova and its affiliates, directors, employees, investors and agents from and against any charges, claims, fines, penalties, reversals, chargebacks, actions, demands, including, but not limited to, court costs and reasonable attorneys' fees, or any other obligations resulting: (i) from any misuse of the Platform; (ii) from the breach of these Terms of Use, the Privacy Policy, the Partner Terms or the applicable laws and regulations; and (iii) from any demands related to any act or omission or in any other way related to the User's use of the Platform.
UNDER NO CIRCUMSTANCES SHALL NOVA BE LIABLE FOR INDIRECT DAMAGES OR DAMAGES TO THIRD PARTIES ARISING FROM THESE TERMS OF USE, INCLUDING FOR DEATH, INJURY OR LOSSES OF ANY NATURE CAUSED TO THIRD PARTIES, AS WELL AS FOR LOST PROFITS OR LOSS OF REVENUE OF ANY NATURE BY THE USER, INCLUDING, FURTHERMORE, THOSE CAUSED BY CORRUPTION OR LOSS OF DATA, FAILURE OF TRANSMISSION OR RECEPTION OF DATA, BUSINESS DISCONTINUITY OR ANY OTHER COMMERCIAL DAMAGE OR LOSS, ARISING FROM OR RELATED TO THE USE OF OR INABILITY TO USE THE PLATFORM, FOR ANY OTHER REASON.
BANKING-AS-A-SERVICE SERVICES
By registering on the Platform and adhering to these Terms of Use, the User agrees to (i) the opening of a Nova Account held by the User, which constitutes an individual and exclusive post-paid payment account, created in the User's name under the terms of Law No. 12,865/2013; (ii) the automatic opening, in the same act, of a payment account held by the User with QI SOCIEDADE DE CRÉDITO DIRETO S.A., CNPJ/MF No. 32.402.502/0001-35, an institution authorized to operate by the Central Bank of Brazil (“Current Partner”), governed by the Payment Account Opening Agreement reproduced at the end of this document (“QI Account”); and (iii) the issuance of one or more Nova Virtual Cards in the User's name with the Current Partner, a partner company engaged by Nova to provide the banking-as-a-service technology solution (Banking as a Service). The QI Account is necessary because Nova is neither a financial institution nor a payment institution: it is through the QI Account that Transactions and Nova Virtual Cards are processed, in the User's name, by an institution authorized by the BCB. The Nova Account and the QI Account are separate accounts, but they operate in an integrated manner, and the User accesses and operates them exclusively through the Platform.
If the Current Partner ceases to provide services to Nova, Nova will establish an operational partnership with another institution that holds the necessary regulatory authorizations so that Nova may continue providing the Services described in these Terms of Use, in line with the provisions of BCB Resolution No. 80/2021 and other applicable legislation and regulations (“New Partner” and, together with the Current Partner, the “Partner”).
In the event of migration of the provision of the Services described in these Terms of Use to a New Partner, the User hereby authorizes the opening of a Nova Account held by the User and the issuance of one or more Nova Virtual Cards in the User's name with the New Partner, provided that, in such case, the User is informed of such fact 30 (thirty) days in advance.
The User expressly authorizes the sharing with the Current Partner of the User's registration, financial and biometric data (including the selfie used for facial recognition) necessary for opening and maintaining the QI Account, preventing fraud and complying with legal and regulatory obligations, in accordance with the Privacy Policy. The User declares that the User is aware of and agrees that all data provided to Nova and/or to the Partner, as applicable, for the purpose of opening and maintaining the Nova Account, will be shared with and used by the Partner solely for the performance of the contractual relationship entered into with Nova and of the duties arising from the regulations in force, always in compliance with the legislation on data protection and information security. The Partner may, at any time, request additional information for legal and regulatory purposes.
TERM AND TERMINATION
These Terms of Use and the Privacy Policy shall be valid for an indefinite term as from their acceptance, and may be unilaterally terminated by Nova at any time, without any penalty, by means of simple notice through the Platform itself or by a message to the e-mail address provided by the User at the time of registration.
The User may, at any time, request the cancellation of the User's account on the Platform, by means of a request made directly via the e-mail address contato@explorenova.com.br or through the support chat available on the Platform, in order to terminate the User's relationship with Nova, while remaining bound to Nova by all obligations that survive the termination of these Terms of Use. Nova will cancel the User's account within 10 (ten) days from receipt of the cancellation request and, in this case, the User's data will be processed as provided in the Privacy Policy.
Nova may immediately, without the need for prior notice, terminate these Terms of Use and/or stop offering the User access to the Platform in the following cases: (i) if the User has materially breached the User's obligations under these Terms of Use, the Privacy Policy, the Partner Terms or other Nova policies, as well as the rules defined by the applicable card networks; (ii) if the User has violated the applicable laws, regulations or third-party rights; (iii) if Nova believes, in good faith, that such action is reasonably necessary to protect the personal safety or property of Nova, its Users, or third parties (for example, in the case of fraudulent behavior by a User); (iv) to comply with the applicable law, or with the decision or order of a court, other governmental body or competent authority; and/or (v) if the User has provided incomplete, outdated, fraudulent or inaccurate information.
If these Terms of Use are terminated and/or the User's access to the Platform is discontinued for any reason, the User's data will be processed only for the period provided in the Privacy Policy and any and all outstanding debt will be charged to the credit card registered by the User on the Platform within 10 (ten) business days from the date on which Nova sends the User a notice informing the User of the account closure.
AMENDMENTS AND UPDATES
Nova may, at any time, amend these Terms of Use and the Privacy Policy, at its sole discretion. Any amendments will be communicated through the Platform and/or the e-mail address provided by the User at the time of registration.
Except where express consent is mandatory, if the User continues to use the Platform and/or does not raise objections to the amendments and to the new terms communicated by Nova within 30 (thirty) days from the User's receipt of notice, the User shall be deemed to agree tacitly, irreversibly and irrevocably to the amendments. If the User does not agree with the amendments to the Terms of Use, the User must refrain from using the Platform immediately.
GENERAL PROVISIONS
If any provision of these Terms of Use, the Privacy Policy or the Partner Terms is deemed illegal, void or unenforceable for any reason, the remaining provisions shall not be affected and shall remain valid and enforceable to the maximum extent possible. These Terms of Use, the Privacy Policy and the Partner Terms constitute the entire agreement regarding the conditions of use of the Platform.
Any failure by Nova to enforce or exercise any provision of these Terms of Use, the Privacy Policy or related rights shall not constitute a waiver of such right or provision.
Nova may assign or transfer these Terms of Use and the Privacy Policy by means of simple notice to the User. Furthermore, Nova may effect any change in its corporate control without the need for the User's authorization or for sending a notice to the User. The User is prohibited from assigning, renting, licensing or in any way transferring the obligations arising from these Terms of Use.
The User hereby agrees that Nova and the Partner, as applicable, may report to the BCB, the Council for Financial Activities Control (COAF) or other bodies provided for by law any transactions that may be characterized under Law No. 9,613/1998, as amended (which provides for the crimes of laundering or concealment of assets, rights and valuables), and other legal and regulatory provisions pertinent to the matter.
By using the Platform or sending us e-mails, messages on the WhatsApp app or other types of communication from any electronic device, the User will be communicating with us electronically. THE USER AUTHORIZES US TO SEND THE USER ELECTRONIC COMMUNICATIONS BY VARIOUS MEANS, SUCH AS E-MAIL, MESSAGES VIA THIRD-PARTY APPS (INCLUDING WHATSAPP OR ANY OTHER SIMILAR MESSAGING SYSTEM THAT MAY BE USED), TEXT MESSAGES (SMS), “PUSH” MESSAGES OR INFORMATION VIA APP. THE USER CONSENTS TO AND AUTHORIZES THE SENDING/RECEIPT OF ANY CONTACTS, NOTIFICATIONS, MESSAGES, DISCLOSURES AND OTHER COMMUNICATIONS DELIVERED ELECTRONICALLY BY THE PLATFORM.
These Terms of Use shall be governed by and construed exclusively in accordance with the laws of Brazil.
Prior to the commencement of any litigation, the Parties undertake to attempt to resolve the dispute amicably. Where such procedure is unsuccessful, the Parties may submit any claim related to these Terms of Use, the Privacy Policy or the Platform to the Brazilian Judiciary, with Brazilian law applying, electing the venue of the courts of the Judicial District of São Paulo, State of São Paulo, as the sole competent venue to settle such disputes, to the exclusion of any other, however privileged it may be.
AUTHENTICATION, AUTHORIZATION AND TRANSACTION DISPUTES
Ownership Verification and Authentication. Before any payment functionality is activated, Nova verifies, through highly reliable procedures, the ownership of the payment card(s) linked to the App by the User. Each transaction carried out through the App requires prior authentication of the User by means of a personal and non-transferable 4 (four)-digit numeric transactional password, known exclusively to the User and set up by the User in the App, as well as any other authentication mechanisms that Nova may adopt upon prior notice to the User ("Authentication Mechanisms").
Authentication Record as Proof of Authorization.The User acknowledges and agrees that each authentication performed through the Authentication Mechanisms constitutes an unequivocal expression of the User's will and authorization to carry out the respective transaction. Nova keeps electronic records of authentications, including date, time, method used, device identifiers, IP address and geolocation, which the User expressly acknowledges as a suitable and sufficient means of proof of the authorization of the transaction, pursuant to art. 10 of Provisional Measure (MP) No. 2,200-2/2001 and art. 411 of the Code of Civil Procedure.
User Representations and Warranties in Each Transaction.With each transaction initiated through the App, the User represents and warrants that: (a) the User is the legitimate holder of the payment card used; (b) the User freely and voluntarily authorizes the transaction to be carried out on the exact terms displayed in the App; (c) the transaction is intended for a lawful purpose; and (d) the User will not dispute said transaction with the card issuer, except in the legitimate cases provided for by law and in the card network rules (notably, failure in the provision of the service, discrepancy in amounts, or a transaction that was in fact not authorized under item 13.2).
Transfers between Accounts under the Same Ownership. Where the recipient of the transaction is an account owned by the User (identified by the same CPF), the User expressly acknowledges that it is a transfer between the User's own accounts, initiated by the User, and waives any subsequent claim that said transaction was not authorized.
Prohibited Conduct. The following constitute a breach of these Terms of Use and may constitute a civil and/or criminal offense, including the crime of fraud (estelionato) (art. 171 of the Criminal Code): (a) disputing with the card issuer (chargeback) a transaction whose authentication is recorded under item 13.2 and which was in fact authorized by the User; (b) falsely claiming lack of knowledge or lack of authorization of a transaction actually carried out by the User; and (c) providing false information to Nova, the card issuer or the card networks in the context of any dispute.
Consequences of Improper Disputes. Where the improper dispute of a transaction authorized by the User is established on the basis of a reasonable body of evidence - including, without limitation, the authentication records provided for in item 13.2 -, the User undertakes to: (a) reimburse Nova for the full amount of the disputed transaction; (b) reimburse Nova for the fees, charges and fines charged by the card networks, acquirers and issuers as a result of the dispute; and (c) reimburse Nova for the reasonable costs of collection, including attorneys' fees.
Right of Set-Off and Collection.In the event provided for in item 13.6, Nova is hereby authorized to: (a) withhold and set off the amounts owed against any balance, credit or pending amount in favor of the User in the App; (b) collect the amounts owed through the payment instruments previously registered by the User; and (c) take the appropriate judicial and extrajudicial measures to recover the amounts.
Account Suspension and Termination.Nova reserves the right to suspend or terminate, on justified grounds, the account of a User who displays a pattern of disputes classified as improper under item 13.6, as well as to refuse to open a new account for the same User.
Reporting to card networks, Bureaus and Authorities. Subject to the requirements of the Brazilian General Data Protection Law (Law No. 13,709/2018) and other applicable legislation, Nova may report confirmed fraud incidents to: (a) card networks and their respective fraud prevention systems; (b) credit bureaus (Serasa, SPC and equivalents), in accordance with applicable legislation; and (c) police authorities and the Public Prosecutor's Office, by means of a criminal complaint, where there is evidence of fraud (estelionato) (art. 171, Criminal Code) or another criminal offense.
Duty to Cooperate.The User undertakes to cooperate with Nova in the investigation of any disputed transaction by providing, within 5 (five) business days of the request, all information and documents reasonably required. Unjustified failure to comply with this duty may be taken into account in assessing the User's good faith.
Consumer Rights.Nothing in this Clause 13 excludes the User's rights as a consumer under the Consumer Protection Code (Law No. 8,078/1990), notably the right to dispute transactions that were in fact not authorized, transactions resulting from a failure in the provision of the service, or in any other legally protected cases.
BY ACCEPTING THESE TERMS OF USE, THE USER DECLARES THAT THE USER HAS LEGAL CAPACITY AND EXPRESSLY AND UNEQUIVOCALLY ACKNOWLEDGES HAVING READ, UNDERSTOOD AND FULLY ACCEPTED THEIR TERMS AND CONDITIONS.
QI SCD PAYMENT ACCOUNT OPENING AGREEMENT
This Payment Account Opening Agreement (“Agreement”) is entered into by and between QI SOCIEDADE DE CRÉDITO DIRETO S.A., a direct credit company, headquartered in the City of São Paulo, State of São Paulo, at Rua Gilberto Sabino, nº 215, 14º andar, Pinheiros, CEP 05425-020, registered under CNPJ/MF No. 32.402.502/0001-35 (“QI SCD”), and you, an individual or legal entity user (“Account Holder”) who is the holder of the prepaid payment account with QI SCD, defined below, opened through UP DESENVOLVIMENTO DE TECNOLOGIA LTDA., a company registered under CNPJ/MF No. 51.709.241/0001-45, headquartered at Rua Fernão Dias, nº 323, apto. 52, bairro Pinheiros, CEP 05427-010, in the City of São Paulo, State of São Paulo (“Partner”).
Opening the payment account on the Partner's digital platform shall signify full consent to the content of this Agreement. If the Account Holder does not agree with this Agreement, the Account Holder shall not create its Payment Account.
When QI SCD and the Account Holder are referred to together below, we will use the word “Parties” and, on occasions when we refer to only 1 (one) of the persons mentioned above, “Party”.
SUBJECT MATTER
Through this Account Opening Agreement, the Account Holder becomes aware of the conditions for opening its Payment Account (defined below) with QI SCD.
By electronically signing this Account Opening Agreement, the Account Holder declares that it agrees with all of its content.
THE PAYMENT ACCOUNT
The Payment Account consists of a prepaid account, which will be opened with QI SCD, through the Partner and on the Partner's digital platform (“Partner Platform”).
Once the funds have been deposited, the Account Holder may use them to make transfers and payments.
The Account Holder acknowledges that any transfers or payments in its Payment Account will be possible up to the limit of the funds previously deposited.
USE OF THE PAYMENT ACCOUNT
The Payment Account shall be used exclusively through access to the Partner Platform, by means of facial recognition technology and/or an access password, which is for the personal and non-transferable use of the Account Holder and must never be shared with third parties, and through which the Payment Account may be opened, operated and closed.
The Account Holder acknowledges that the use of a voice telephone channel will not be permitted for the use of the Payment Account.
The Partner Platform is connected to QI SCD electronically (systems integrated through APIs). This is how the commands given by the Account Holder on the Partner Platform will be executed in the Payment Account.
It is pertinent to recall that, by using the Partner Platform, the Account Holder has previously become aware of and agreed to the entire content of the terms and conditions of use of the Partner Platform (“Partner Platform Terms and Conditions”).
Accordingly, the Account Holder has authorized, in the Partner Platform Terms and Conditions, and hereby authorizes, in this Agreement, the Partner to represent it for all acts of opening, closing and operating the Payment Account.
The Account Holder understands that all responsibility for the Regulations, operation and maintenance of the Partner Platform lies solely with the Partner.
ACCOUNT OPENING PROCEDURES
To open the Payment Account, the Account Holder needs to register with QI SCD and therefore authorizes the Partner to collect and store its necessary documents, images and personal data.
Examples of data requested at registration and/or upon updating of the registration are the Account Holder's selfie and the biometric score and/or registration score, which will be processed by QI SCD for the specific purpose of opening the Payment Account, in accordance with applicable laws and regulations.
The Account Holder acknowledges that the information and data provided must be legible and correct, and that the Account Holder must always keep them updated.
If QI SCD and/or the Partner require additional information to be sent or documents to be resent in a properly legible condition, the Account Holder will be notified of this fact.
The Account Holder acknowledges that complying with this request is essential in order to proceed with the Payment Account opening steps.
ACCOUNT HOLDER'S DATA
In order to comply with the laws and regulations to which QI SCD is subject, the Account Holder agrees that QI SCD may store the Account Holder's personal and financial data for:
compliance with a legal or regulatory obligation;
the prevention of fraud in the identification and authentication of electronic registrations;
use as legal evidence in any lawsuits, administrative proceedings or procedures, or arbitration;
compliance with a judicial, administrative or arbitral order;
the development, maintenance or improvement of the services and systems of QI SCD.
The Account Holder understands the need for, and expressly consents to, QI SCD verifying the data and documents with, and/or providing them to:
Receita Federal do Brasil;
Customer Registry of the National Financial System – CCS;
credit protection agencies;
Credit Information System – “SCR”; and
payment performance information – Cadastro Positivo (Positive Credit Registry), in accordance with the applicable regulations.
The Account Holder authorizes QI SCD (CNPJ/MF No. 32.402.502/0001-35) and the companies of its economic group, as well as strategic partners, to consult information in the Credit Information System ("SCR"), under the following terms:
The purposes of the SCR are: (a) to provide data to Bacen so that it can monitor credit in the financial system and carry out supervisory activities; and (b) to facilitate the exchange of information among financial institutions regarding customers' liabilities in credit transactions;
The Account Holder may access its data in the SCR through the Central Bank's Registrato system;
Requests for correction or deletion of, or objections to, information in the SCR must be submitted to QI SCD's customer service center, without prejudice to other applicable administrative and legal measures; and
Further information about the SCR may be obtained by consulting the Bacen website (www.bcb.gov.br).
If the Account Holder does not wish QI SCD to collect and/or store its personal images and/or its personal data and documents, the Account Holder must take the following steps:
cancel its registration and request the closure of the Payment Account on the Partner Platform; and
request the deletion of its image and of its personal data and documents by e-mail to: ouvidoria@qitech.com.br
In any event, the Account Holder acknowledges that QI SCD will only keep records of documents and information whose retention is mandatory under laws and regulations.
QI SCD and the Partner have resources to verify the legitimacy of the information and documents of the Account Holder holding the Payment Account.
However, the Account Holder understands that there are no resources capable of guaranteeing full verification of this information, and QI SCD cannot be held liable for the result of such activity.
PAYMENT ACCOUNT FEATURES
GENERAL FEATURES
The Payment Account is intended for the execution of payment transactions in electronic money, carried out on the basis of funds previously contributed and denominated in reais.
The Account Holder acknowledges that, in accordance with the legislation in force and applicable to QI SCD, cash deposits into the Payment Account will not be permitted.
The Account Holder shall be entitled to consult, on a daily basis, the Payment Account transaction statements, which will be accessed and obtained immediately, exclusively through the Partner Platform. Other documents relating to the Payment Account held by QI SCD will be made available within up to 20 (twenty) business days after the request, and payments and transfers may also be scheduled.
The Account Holder understands that it is solely responsible for identifying the information relating to the recipient of the transactions carried out. Therefore, and because QI SCD has no control whatsoever over the information entered by the Account Holder, QI SCD is not liable for transfers made incorrectly as a result of an error when filling in the details.
In addition to the available TED and Pix transfer features, Account Holders may issue and pay boletos, perform DDA inquiries and pay utility bills and taxes.
The availability to the Account Holder of the features mentioned above will depend, as the case may be: (i) on the Partner's contract with QI SCD; and (ii) on the Account Holder's contract with the Partner.
Accordingly, the provisions below shall apply to them, to the extent that they are available to the Account Holder.
Pix and TED
Account Holders, in relation to transactions via Pix and TED, acknowledge that QI SCD may:
impose a precautionary block in cases of suspected fraud, transactions carried out outside the Account Holder's profile, or transactions in which an operational failure is identified in the systems of the institutions involved in the transaction;
adopt preventive and corrective measures, seeking to improve the Pix and TED transaction functionality.
The Account Holder is aware of factors beyond QI SCD's control that may affect the proper operation of the Pix and TED service, such as the functioning of the internet, of the Brazilian Payment System, of the Instant Payment System, the proper functioning of the other financial institution that will execute the order to send or receive amounts via TED or Pix, and of the Partner Platform.
BOLETOS
The boleto issuance and payment service will be available only to the Account Holder, whether an individual or a legal entity.
Because it has no control over them, QI SCD is not liable for payments made in an amount lower than due, whether resulting from error, fault or willful misconduct on the part of the boleto debtor (“Debtor”).
QI SCD likewise has no control and therefore cannot be held liable for boletos paid at other financial institutions, when there is any problem in processing the payment of such boletos at said institutions.
The Account Holder acknowledges that, if the boleto falls due on a Saturday, Sunday or holiday, it may be paid on the next business day, without charges to the Debtor and, therefore, without any additional charge on the amount of the debt stated in the boleto.
Where applicable, QI SCD will receive late-payment interest and/or fines for boletos not paid on their due date, and will grant the discounts/rebates provided for, without, however, assuming responsibility for collecting such charges.
The Account Holder acknowledges that QI SCD will not send the boleto to the Debtor for acceptance.
Also because this is an activity carried out exclusively by the Account Holder, the Account Holder shall be solely responsible for any and all messages inserted in the boletos, releasing QI SCD from any liability for the content of such messages.
The Account Holder will decide, and will therefore be solely responsible for, the decision to forward the rights it holds over the boleto to negative credit listing services, to send boletos for protest, to request write-off and stay of protest, and their consequences, with the corresponding expenses being borne by the Account Holder, if its contract with the Partner provides for a charge for this service.
It is hereby established that in locations that are not enabled, or where QI SCD is not represented or does not operate, the protest service will not be provided.
The Account Holder acknowledges that, if the Debtor pays the protested boleto at the protest registry office, QI SCD will not be liable for any charges that may not have been collected on that occasion.
The Account Holder acknowledges that QI SCD will act on its instructions in sending and presenting instruments for protest.
As a result of the foregoing, the Account Holder shall be solely responsible for the risks of moral and/or material harm to third parties arising from such act, such as in cases of protest of boletos already paid to the Account Holder by deposit or bank transfer.
QI SCD will credit to the respective account of the Account Holder, within 1 (one) business day, the amount of the settled boletos and will debit the respective fees and other applicable expenses, including registry office fees.
The Account Holder acknowledges that the crediting of amounts from boletos paid by check will be subject to the time frames and procedures inherent to check clearing.
The Account Holder understands that it may not include in collection boletos any amount(s) relating to fee(s) and cost(s) for which it is responsible for the purpose of charging it/them to the Debtors, and shall be liable for any and all consequences arising from non-compliance with this obligation.
QI SCD may make available to the Account Holder, through the Partner, a service for sending SMS or e-mail messages to communicate the boleto due date. This communication, however, may fail due to factors beyond QI SCD's control and, should this occur, the failure in sending will not give rise to any obligation of QI SCD towards the Account Holder.
The Account Holder undertakes to keep, for a minimum period of 5 (five) years from the occurrence, all documents evidencing the instruments and the debts that are due and unpaid whose inclusion in negative credit listing or protest was requested/ordered.
In cases in which the Account Holder requests submission for protest, the Account Holder undertakes to keep documentation proving its right, and undertakes to present it to QI SCD within up to 2 (two) business days after the request.
The Account Holder must immediately inform QI SCD whenever it receives payment of the boleto directly from the Debtor or whenever any fact occurs that prevents collection or protest, requesting the stay of the protest.
If the above communication occurs within a time frame incompatible with the withdrawal of the protest by QI SCD, the Account Holder must directly arrange for the cancellation of the protest with the registry office, at its own expense.
QI SCD may suspend the collection and protest service for a given instrument if it has well-founded suspicions regarding its regularity, or if the Account Holder fails to comply with the rules set forth herein.
DDA
If the Account Holder opts for the DDA boleto inquiry service, it declares that it agrees and acknowledges that:
this service shall cover exclusively collections via boleto that are registered under the Account Holder’s CPF or CNPJ and that are made available to QI SCD in the central information database of CIP/NUCLEA - Câmara Interbancária de Pagamentos;
if the DDA service is canceled, QI SCD shall have no obligation to keep a record of the registered boletos;
the information contained in the boleto is the responsibility of the collecting party. QI SCD, as an institution, will only reflect the boletos that have been registered under the Account Holder’s CPF or CNPJ;
DDA does not constitute an automatic solution for scheduling or paying boletos, and boletos will only be paid if the Account Holder accesses the consultation channels and gives such command;
failure or delay in consulting or paying the boletos displayed via DDA has the effects of default (mora), and QI SCD shall bear no liability for late payment or non-payment resulting from acts or omissions of the Account Holder;
for the performance of this feature, the Account Holder authorizes QI SCD to consult, and the Partner to have access to, the DDA information obtained from CIP.
PAYMENT OF UTILITY BILLS AND TAXES
The Account Holder understands that the payment of utility bills and taxes depends on third-party services and, accordingly, agrees that QI SCD cannot be held liable for any delay in, or non-performance of, this feature arising from acts and/or omissions of third parties.
The payment provided for above depends on the processing of data by third parties. Accordingly, the Account Holder acknowledges that QI SCD will process bills captured by third-party systems, which cannot be cleared due to (i) the absence of a contract with public utility concessionaires; (ii) the absence of a contract with affiliated companies; or (iii) their being bills that are past their due date.
If any payment is refused under item 6.5.2. above, QI SCD shall return the funds to the Payment Account within up to 5 (five) business days, in accordance with the period stipulated by the financial institutions.
Should the situation mentioned above occur, the Partner shall communicate such fact to the Account Holder via the Partner Platform, so that the Account Holder is made aware that the bill was not paid.
Without prejudice to the provisions above, the Account Holder acknowledges that it must check its Payment Account in order to verify whether the respective bill was in fact paid.
SECURITY MEASURES
QI SCD, as a financial institution and by virtue of the laws and regulations to which it is subject, reserves the right to:
block the Payment Account if atypical transactions or suspected improper practices are detected, in accordance with the monitoring process for the prevention of fraud and suspicious activities;
refrain from carrying out transactions that it identifies as being inconsistent with its internal manuals and policies, which are based on the laws and regulations in force;
for security reasons, limit transactions that reach a certain amount, which shall be informed to the Account Holder through the Partner Platform;
depending on the volume transacted and through the Partner, request additional information and/or documents, in which case the Payment Account may be suspended until such request is fulfilled.
An Account Holder who fails to update its registration or to send the additional clarifications and documentation whenever requested by QI SCD and/or the Partner, within a maximum period of 48 (forty-eight) hours, shall be subject to:
suspension of the Payment Account until the registration inconsistencies that gave rise to the suspension are remedied;
suspension followed by cancellation of its Payment Account, in which case the Account Holder shall immediately request the withdrawal of any cash balance shown in its Payment Account to another account held in its name;
civil, administrative and criminal liability, as provided for by law.
The above measures shall be implemented by QI SCD taking into account the seriousness of the occurrence and any recurrence by the Account Holder in this regard.
If the Account Holder is a legal entity, the authorizations of its legal representative, attorney-in-fact or agent whose CPF shows entries in restrictive lists, or entries that may discredit them, shall be suspended.
To protect its Payment Account, the Account Holder must keep the device used to access the Payment Account in a safe place, with restricted access to the apps and/or to the QI SCD platform. It is also the Account Holder’s responsibility to protect its passwords and PIN for accessing the Payment Account, never sharing them or allowing their use by third parties.
For the Account Holder’s own protection, the Account Holder undertakes to immediately notify QI SCD and the Partner, through the Partner Platform or by e-mail at ouvidoria@qitech.com.br, of any unauthorized use of its Payment Account, including in the event of loss, theft or robbery of credentials or of the device used to access the Account Holder’s Payment Account, as well as in the event of access or attempted access by unauthorized third parties.
The Account Holder agrees to keep in its custody, and confidential, the passwords received from the Partner, given that QI SCD does not provide passwords and has no control whatsoever over the passwords received by the Account Holder from the Partner.
In view of the provisions of 7.7, the Account Holder shall resolve with the Partner any issue with its password or with access via facial biometrics, such as the password recovery process and/or the re-registration of facial biometrics.
The Account Holder undertakes to use QI SCD’s service for lawful purposes only, and acknowledges that it shall be solely liable, before QI SCD and any third parties, for the consequences of using the Payment Account for unlawful purposes.
The Account Holder understands that, by virtue of the laws and regulations applicable to QI SCD, and depending on any unlawful conduct identified by QI SCD, QI SCD may be required to report it directly to the competent authorities, regardless of any prior notice to the Account Holder.
FEES
The Account Holder acknowledges that QI SCD may charge fees relating to the Payment Account, subject to the applicable regulations, which shall be collected by debit to its Payment Account.
The Partner shall be obligated to disclose the amounts of the fees through its Platform or website.
If there is an insufficient balance in the Payment Account on the date on which the fees are debited, such amounts shall be charged as soon as a balance becomes available.
QI SCD reserves the right to change the applicable fees at any time, provided that the Account Holder is given prior notice, and the Account Holder may either agree to such change or close the Payment Account.
The Account Holder acknowledges that, in the event of late payment, QI SCD is authorized to pursue collection through legal means, including by registering the Account Holder’s name in credit default registries.
CLOSURE OF THE PAYMENT ACCOUNT
The Account Holder or QI SCD may give notice of its intention to close the Payment Account at any time, by written and electronic notice from one party to the other, subject to the procedures described below.
In the event of closure at the Account Holder’s initiative, the Account Holder shall submit the closure request through the Partner Platform or by e-mail to qiajuda@qitech.com.br, and the request to close the Payment Account entails the termination of this Account Opening Agreement and the cancellation of the associated features and services.
QI SCD shall process the Account Holder’s closure request within 30 (thirty) days from receipt of the request, provided that there are no:
settlement commitments linked to the Payment Account;
impediments arising from court decisions, legal provisions or orders of competent authorities.
In the event of closure at QI SCD’s initiative, the Account Holder shall be notified so that it may take all appropriate steps to transfer the funds to other accounts held in its name, to be informed in due course.
QI SCD shall transfer any remaining balance in accordance with the Account Holder’s instructions, to its own Payment Account at QI SCD or at another institution. Alternatively, at the Account Holder’s discretion, QI SCD shall make the funds available to the Account Holder.
If the Payment Account cannot be closed, QI SCD shall, through the Partner, inform the Account Holder of the reasons preventing the closure.
Once the Payment Account has been closed, QI SCD shall send a notice to the Account Holder through the Partner’s electronic channels informing it accordingly, including the date of the effective closure of the Payment Account.
QI SCD may also close the Payment Account in the event of non-use of the services for a period equal to or longer than 6 (six) consecutive months.
QI SCD shall immediately close any Payment Account in which it identifies an irregularity of a serious nature in the information provided. For the purposes of this item, irregularities of a serious nature include, among others, situations in which the Account Holder’s CPF or CNPJ registration is classified, under instructions of the Brazilian Federal Revenue Service (Receita Federal do Brasil), as “suspended”, “canceled” or “null”, in the case of the CPF, or as “unfit”, “deregistered” or “null”, in the case of the CNPJ.
REPRESENTATIONS AND RESPONSIBILITIES
The Account Holder declares:
that it has read, understood and agreed to the provisions of this Agreement;
that it is aware of the purposes and limitations of the Payment Account;
that it acknowledges and agrees that QI SCD shall not be liable for any direct, indirect or moral damages or loss of profits, or for the non-execution of transactions in cases of error, failure or oversight on the part of the Account Holder or the Partner;
that it is fully aware that the use of the Payment Account in activities, transactions or businesses that are illegal or that are intended to carry out activities related to the crimes of money laundering, concealment of assets, rights and valuables, and terrorist financing, as provided for in Law No. 9,613/1998, is prohibited;
that it does not use and has never used slave or child labor;
that failure to comply with the obligations assumed herein may result in the immediate suspension of the services provided by QI SCD, regardless of prior notice, without prejudice to the other provisions;
that it will ensure that its device is kept in a safe and protected place, and that it will never share its passwords or allow them to be used by other persons.
The Account Holder further acknowledges that QI SCD may rely on any written notices, instructions or requests sent by the Partner in accordance with the rules set forth herein, provided that they are documents signed or submitted by the competent Parties and authorized hereunder.
The Parties acknowledge that, should QI SCD be required to comply with a court or arbitral order or decision, including for the freezing and/or transfer of any amount held in the Payment Account, QI SCD is hereby authorized to perform all necessary acts, transactions and redemptions, including of financial investments, if any, and may not be held liable for any damage to the Account Holder, the Partner or any third parties.
The Account Holder and the Partner undertake to hold QI SCD, its respective related parties, employees and officers harmless and free from harm, indemnifying them for any and all losses, damages, contingencies, indemnities, harm or costs that may be incurred by QI SCD and its related parties in the strict performance of their duties under this Account Opening Agreement, except in cases of willful misconduct or gross negligence attributable exclusively to them, provided that this is so proven and determined in a final and unappealable court decision.
UNDER NO CIRCUMSTANCES SHALL QI SCD BE LIABLE FOR ANY DIRECT AND/OR INDIRECT, MATERIAL OR MORAL DAMAGES ARISING FROM THE MALFUNCTION OR INOPERABILITY OF THE PARTNER PLATFORM, GIVEN THAT QI SCD HAS NO CONTROL WHATSOEVER OVER THIS TOOL.
The Account Holder acknowledges that every system that depends on the internet or on telephone systems is subject to failures and unavailability. Accordingly, QI SCD shall bear no liability in the event of unavailability or intermittency of the internet or of the telephone system that causes harm or loss to the Account Holder.
FINAL PROVISIONS
THE ACCOUNT HOLDER EXPRESSLY AUTHORIZES QI SCD TO PROCESS, STORE AND SHARE ITS PERSONAL DATA FOR THE PURPOSE OF COMPLYING WITH THE RULES APPLICABLE TO FRAUD CONTROL AND PREVENTION, SUCH AS JOINT RESOLUTION NO. 6 OF MAY 23, 2023 OF THE CENTRAL BANK OF BRAZIL, ITS REGULATIONS AND SUBSEQUENT AMENDMENTS.
For the purposes of the operation and of this Agreement, throughout the Account Holder’s relationship with QI SCD, the Account Holder declares its awareness and its unequivocal express consent for QI SCD, in accordance with Law No. 13,709/2018, the Brazilian General Data Protection Law, and other sector-specific or general rules on the matter, to carry out the processing of its own personal data, including the personal data of any attorneys-in-fact, legal representatives and/or any third party linked to the operation. Accordingly, the Account Holder acknowledges and agrees that QI SCD may access information about it originating from public and private databases maintained by third parties, credit protection agencies, and registration systems maintained by Bacen or other governmental entities, for the purposes of fraud prevention and of updating and obtaining registration data.
For any matter related to the Payment Account, the Account Holder shall contact the Partner through the Partner Platform or its contact channels or, if the request has not been satisfactorily addressed by the Partner, the QI SCD Ombudsman’s Office, accessible exclusively through the following channel: ouvidoria@qitech.com.br and telephone 0800-0244-346.
QI SCD may amend this Agreement at any time, and the Account Holder shall be notified of the change by means of an electronic communication made through the Partner Platform. If the Account Holder does not accept the amendments introduced, it shall contact QI SCD within the 5 (five) days following the publication of such amendments and the sending of the communication to the Account Holder, in which case the Payment Account shall be closed and the contractual relationship between QI SCD and the Account Holder shall be terminated. Once this period has elapsed, the Account Holder shall be deemed to have agreed to the new Agreement, which shall thereupon bind the Parties.
The Account Holder is aware that all materials, systems, software, trademarks, technologies, names, designs and programs used by QI SCD, except those expressly identified as being in the public domain, are protected by copyright, and hereby undertakes not to reproduce, alter, combine, modify, license, assign or sell any materials relating to the Payment Account.
APPENDIX I: AUTHORIZATION TO CONSULT AND TO DISCLOSE INFORMATION TO THIRD PARTIES FOR CREDIT ANALYSIS
You (“Client”) hereby expressly authorize QI Sociedade de Crédito Direto S.A., enrolled under CNPJ/MF No. 32.402.502/0001-35 (“QI SCD”), and the other financial institutions of its economic group, including QI Caas Ltda., enrolled under CNPJ/MF No. 35.472.523/0001-15 (“QI CAAS”), as well as their respective successors (collectively, “QI”), to consult and record the debts and liabilities arising from credit-type operations that are or may come to be recorded in the Client’s name in the Credit Information System (“SCR”) and/or in any other system that, by virtue of a legal provision, replaces or supplements it, such as Bacen’s AGC1 system, as well as in any public databases that may become necessary for the provision of credit analysis services. The Client further agrees to extend this authorization to consult the SCR and the other public databases to the other institutions that are authorized to consult it and that have acquired or received as collateral, or express an interest in acquiring or receiving as collateral, in whole or in part, credit operations under the Client’s responsibility.
The Client expressly authorizes QI SCD, pursuant to article 1, §3, V of Supplementary Law No. 105, of January 10, 2001, as amended, to disclose to third parties, including QI CAAS, the information obtained by QI SCD in the course of the credit operations carried out with the Client, for the purpose of the Client’s credit analysis.
Any expressions of disagreement regarding the information contained in the SCR, and any requests for the correction, deletion or registration of judicial measures in the SCR, must be addressed to the institution responsible for the information made available in the SCR, by means of a written and substantiated request sent by the Client, accompanied by the respective court decision, as applicable.
The Client expressly agrees to and authorizes that: (a) UP DESENVOLVIMENTO DE TECNOLOGIA LTDA. (CNPJ/MF No. 51.709.241/0001-45), with which the Client maintains a commercial relationship, have access to its information (“Authorized Institution”); and (b) the following information be disclosed by QI SCD and by QI CAAS to the Authorized Institution (collectively, “Information”): (i) economic and financial situation, (ii) level of indebtedness, (iii) capacity to generate results or cash flows, punctuality and delays in payments, (iv) sector of economic activity, (v) credit limit, (vi) Client information contained in the Credit Information System administered by the Central Bank of Brazil and/or in any other system that, by virtue of a legal provision, replaces it, and (vii) Client information made available by credit protection agencies, including, but not limited to, the Credit Protection Service (Serviço de Proteção ao Crédito) and SERASA – Centralização de Serviços dos Bancos S.A., the Registry of Issuers of Checks Without Sufficient Funds (Cadastro de Emitentes de Cheques Sem Fundos) maintained by the Central Bank of Brazil, and any other bodies, entities or companies deemed relevant by QI SCD or QI CAAS for the purposes of credit analysis.
Finally, the Client consents to the formalization of this authorization by all means admitted by law, including electronic and digital means, which are recognized as valid and fully effective, even where electronic signature and acceptance or certification outside the ICP-Brasil standards is used, as provided for in art. 10 of Provisional Measure No. 2,200-2/2001 in force in Brazil.
THE ACCOUNT HOLDER AGREES THAT THE ELECTRONIC SIGNATURE OF THIS AGREEMENT SHALL BE FORMALIZED BY MEANS OF ACCEPTANCE ON THE PARTNER PLATFORM, AND THE EVIDENCE OF SUCH ACCEPTANCE SHALL CONFIRM THAT IT HAS READ, UNDERSTOOD AND ACCEPTED THE TERMS REFERRED TO HEREIN.
VENUE
The venue of the courts of the capital of the State of São Paulo is hereby elected as the sole venue competent to settle any dispute arising from this Agreement, with express waiver of any other, however privileged it may be.
São Paulo, Brazil