Terms of Use

1. Definitions

For the purposes of these Terms of Use ("Terms"), the following definitions apply:

VerticoSys

a software-as-a-service (SaaS) financial and operational management platform (financial ERP) for companies with multi-entity and/or multi-currency operations, owned and operated by ANITEC TECNOLOGIA EM SISTEMAS DE INFORMAÇÕES LTDA.

Contracting Company or User

the legal entity that contracts access to the platform for its own use or that of its economic group.

Operating User

the individual authorized by the Contracting Company to access and operate the platform on its behalf, linked to one or more access profiles.

Workspace

a logical environment within the platform corresponding to an entity, branch or business unit of the Contracting Company.

Financial Rails Partners

payment, foreign exchange and settlement infrastructure providers integrated into the platform, including, without limitation, Gates2B and GlobalDEX, responsible for the technical and regulatory execution of financial transactions.

Services

the set of features made available by VerticoSys, including financial management modules, domestic and international bank accounts, multi-currency reconciliation, internal transfers, crypto asset transactions, and domestic payroll automation (mass payments).

2. Acceptance of the Terms

Access to and use of the VerticoSys platform presupposes the reading, understanding and full acceptance of these Terms, as well as of the Privacy Policy, provided in a separate document. If the User does not agree with any provision set out herein, they must refrain from using the Services.

These Terms are accepted by the legal representative of the Contracting Company or by a person expressly authorized by it, at the time of contracting, registration or commencement of use of the platform.

3. Description of the Services

VerticoSys is a SaaS financial and operational management platform (financial ERP) intended for technology companies and other companies with cross-border operations that require multi-entity and/or multi-currency governance. The platform offers, among other features:

• Management of multiple workspaces corresponding to different entities of the User’s economic group;
• Opening and management of integrated domestic and international bank accounts;
• Multi-currency financial reconciliation;
• Internal transfers between accounts and entities;
• Execution of crypto asset transactions, where applicable and available to the User’s profile;
• Domestic payroll automation (mass payments) within Brazil;
• Integrations with payment modules via PIX, cards and other financial infrastructures.

Certain announced or in-development features — including automated international remittance and international payroll automation — depend on integrations and regulatory authorizations still being implemented (including integrations with FX partners and banking correspondents) and are not available for commercial use until VerticoSys expressly communicates their activation. VerticoSys undertakes to clearly indicate, within the platform itself, which features are effectively active for each User.

Likewise, features related to crypto assets and future geographic expansion may be made available gradually, at VerticoSys’s discretion, and will be subject to specific additional terms where applicable.

4. Registration and User Account

Use of the platform requires prior registration, providing true, complete and up-to-date information about the Contracting Company and its Operating Users. The Contracting Company is responsible for maintaining the confidentiality of access credentials and managing the permission profiles of its Operating Users.

VerticoSys may request additional documents for identity verification, anti-money laundering (AML) and regulatory compliance purposes, in line with the requirements applicable to the Financial Rails Partners.

The Contracting Company is fully responsible for the actions performed by its Operating Users within the platform, including the correct assignment of profiles and access levels.

5. Plans, Prices and Payment

Access to the Services is contracted under a specific commercial plan, with amounts, frequency and conditions defined in a commercial proposal or separate agreement entered into between VerticoSys and the Contracting Company. Amounts may be adjusted upon prior notice, observing the minimum period established in the agreement.

In addition to the platform subscription (SaaS), certain transactions executed through the Financial Rails Partners may be subject to specific fees (e.g. PIX, boletos, FX), which will be disclosed to the User in the platform interface before the operation is confirmed.

Failure to pay amounts due may result in suspension of access to the Services, without prejudice to the collection of outstanding amounts and other applicable measures.

6. Financial Rails and VerticoSys’s Role

The technical and regulatory execution of financial operations made available through the platform (including PIX, transfers, FX and card processing) is carried out through partnerships with duly authorized financial infrastructure institutions and providers, including Gates2B and GlobalDEX.

In such operations, VerticoSys acts as a commercial agent and technological orchestration layer, earning a commission on intermediated transactions. VerticoSys is not, and does not present itself as, a financial institution, payment institution or foreign exchange broker, and does not directly hold custody of Users’ funds, which remain under the regulatory responsibility of the respective Financial Rails Partners.

The User acknowledges that availability, settlement timeframes and any operational restrictions on financial transactions are subject to the policies, schedules and limits defined by the Financial Rails Partners, and that such aspects cannot be unilaterally guaranteed by VerticoSys.

7. User Obligations

• Use the platform exclusively for lawful purposes compatible with its business activity;
• Not use the Services for money laundering, terrorism financing, fraud or any other unlawful activity;
• Provide truthful information and keep its registration data up to date;
• Safeguard the security of its access credentials, not sharing them with unauthorized third parties;
• Comply with the tax, foreign exchange and regulatory legislation applicable to operations carried out through the platform;
• Immediately notify VerticoSys of any unauthorized use of its account or suspected security breach.

8. Intellectual Property

All intellectual property rights relating to the VerticoSys platform, including, without limitation, software, source code, design, trademark, layout, documentation and other elements, are the exclusive property of ANITEC TECNOLOGIA EM SISTEMAS DE INFORMAÇÕES LTDA or its licensors. Reproduction, reverse engineering, modification or unauthorized commercial exploitation is prohibited.

Contracting the Services grants the Contracting Company a non-exclusive, non-transferable license limited to the term of the agreement, exclusively for the purposes set out in these Terms.

9. Confidentiality

The parties undertake to maintain confidentiality regarding confidential information exchanged as a result of the contractual relationship, including financial, strategic and technical data, using it exclusively for the purposes of providing the Services, except where disclosure is required by law, court order or a competent regulatory authority.

10. Personal Data Protection

The processing of personal data carried out within the VerticoSys platform complies with the Brazilian General Data Protection Law (Law No. 13,709/2018) and other applicable rules, as detailed in the VerticoSys Privacy Policy, which forms an integral part of these Terms by reference.

11. Service Availability

VerticoSys will use its best efforts to keep the platform continuously available, but may carry out scheduled maintenance interruptions, with prior notice where possible, as well as emergency interruptions necessary for the security and integrity of the Services. Specific service levels (SLA) may be defined in a separate commercial agreement.

12. Limitation of Liability

VerticoSys shall not be liable for: (i) unavailability arising from connectivity failures, third-party infrastructure or force majeure events; (ii) delays, failures or unavailability attributable to the Financial Rails Partners or other integrated financial institutions; (iii) financial, tax, foreign exchange or investment decisions made by the User based on information available on the platform; (iv) indirect damages, lost profits or data loss arising from improper use of the platform by the User.

In any event, VerticoSys’s liability for direct damages demonstrably caused by its conduct shall be limited to the amounts effectively paid by the Contracting Company in the 12 (twelve) months preceding the event giving rise to the damage, except in cases of willful misconduct or gross negligence.

13. Suspension and Termination

VerticoSys may suspend or terminate the User’s access to the Services, upon notice, in the event of breach of these Terms, payment default, evidence of fraudulent use or determination by a competent authority.

The User may request the closure of its account at any time, subject to the applicable contractual conditions, remaining responsible for any outstanding obligations until the effective closing date.

14. Changes to these Terms

VerticoSys may amend these Terms at any time to reflect platform developments, regulatory changes or operational improvements. Material changes will be communicated to Users with reasonable advance notice, and continued use of the platform after such communication shall be interpreted as acceptance of the new conditions.

15. Governing Law and Jurisdiction

These Terms are governed by the laws of the Federative Republic of Brazil. The courts of the Judicial District of São Paulo/SP are elected to settle any disputes arising from these Terms, with express waiver of any other, however privileged it may be.

16. General Provisions

If any provision of these Terms is deemed invalid or unenforceable, the remaining provisions shall remain in full force. Tolerance regarding any breach of any clause shall not imply novation or waiver of rights.

17. Contact

For questions about these Terms, the User may contact ANITEC TECNOLOGIA EM SISTEMAS DE INFORMAÇÕES LTDA, CNPJ 41.522.323/0001-22, headquartered at Av. Brig. Faria Lima, 1811, São Paulo/SP, Brazil, by phone at +55 (43) 9934-0064.