GENERAL TERMS AND CONDITIONS OF COMMERCIAL PARTNERSHIP
GENERAL TERMS AND CONDITIONS OF COMMERCIAL PARTNERSHIP (“GTC-CP”)
This instrument establishes the General Terms and Conditions of Commercial Partnership (“GTC-CP”) which shall govern the partnership relationship and, together with the Partnership Form (“Partnership Form”), shall constitute the Agreement executed between the company Droz, as identified in the Partnership Form (“DROZ”), and the partner company (“PARTNER” and, together with DROZ, hereinafter referred to as the “Parties” and individually as a “Parte”).
1. OBJECT
1.1. The object of this Agreement is the establishment of a commercial partnership in which the PARTNER will contribute to the generation of new business for DROZ, specifically: the referral of new clients, the sale of products, and the implementation of services provided by DROZ (“Partnership”). 1.2. The PARTNER undertakes to use its best efforts to preserve the image of DROZ, taking all necessary care during its disclosure or exposure. To this end, the PARTNER shall only generate initiatives on behalf of DROZ with its prior and express authorization regarding content and form, and shall indemnify DROZ for any damage it may suffer caused by the misuse of DROZ’s image. 1.3. The PARTNER shall engage in various activities to disclose and promote the commercialization of the services that comprise DROZ's business. 1.4. For the purposes of this Agreement, a business generated by the PARTNER shall be considered companies that have no link with DROZ and/or have not received a proposal from DROZ or a DROZ PARTNER in the 3 (three) months prior to the referral, whether they are already DROZ clients or not, or that request the provision of services additional to those previously contracted, which shall be validated by DROZ. 1.4.1. Upon starting a new sale, the PARTNER must perform the opportunity registration procedures with DROZ; it is understood that the new sale may only be carried out after receiving an affirmative response from DROZ. 1.4.2. The Parties hereby agree that the opportunity registration request shall be valid for a period of 03 (three) months from the last update on the progress of the opportunity, provided it is duly proven by the PARTNER to DROZ. 1.5. The PARTNER may operate in the services defined in the Partnership Form.
2. PARTNER QUALIFICATION
2.1. The PARTNER hereby acknowledges that, in accordance with all DROZ policies, there is a legal qualification process through which it presented the following documents to DROZ: (i) Declaration that it does not have employees under the age of 18 (eighteen) on its staff, except as an apprentice from the age of 14 (fourteen); (ii) Declaration that none of its employees, contractors, partners, or service providers maintain any direct or indirect link—whether kinship, commercial, professional, or of any other nature—with DROZ or any of its partners or employees, except as expressly governed in this Agreement. (iii) Copy of the Articles of Incorporation or Bylaws, in its latest version, accompanied by the documents of election or appointment of its officers, if not expressly stated in the Articles or Bylaws. (iv) Copy of the National Corporate Taxpayer Register (CNPJ) card; (v) Tax Clearance Certificates, including labor debt certificates; (vi) Certificate of Regularity with the FGTS (Severance Indemnity Fund); (vii) Distribution Certificates from the State Court; (viii) Distribution Certificates from the Federal Court; (ix) Labor Complaint Certificates. 2.2. The documents and information contained in Clause 2.1 above must be renewed by the PARTNER to DROZ within the last month of the term of this Agreement, and always within a maximum period of 15 (fifteen) days before the end of the term; the PARTNER acknowledges that the regular presentation of these documents is a condition and a criterion for the renewal of this Agreement. 2.3. The PARTNER hereby acknowledges that it agrees with all DROZ policies available at the following link: https://meudroz.com/contratos/.
3. PARTNER LEVELS
3.1. The PARTNER hereby declares to be aware that, according to DROZ's commercial policy, partners are classified into levels based on specific criteria and requirements to be met; commissions granted are fixed according to and proportionally to the level held by each PARTNER. 3.2. The PARTNER may only fit into one level, receiving solely the commission due to the level it occupies at the time the business is closed. 3.3. Semiannually, within 15 (fifteen) calendar days from June 30th and December 31st of each year, DROZ will perform an evaluation of the PARTNER, and the latter may: (i) be maintained at its current level, provided all requirements in Clauses 3.1, 3.2, and 3.3 are met; (ii) be promoted to a higher level, provided this is requested and the fulfillment of all necessary requirements is proven; or (iii) be downgraded, if it fails to prove fulfillment of the requirements for its current level.
4. PARTNER’S FORM OF OPERATION
4.1. The PARTNER shall act in the capture of new business opportunities focused on the commercialization of licenses for the Products and Services indicated in the Form, acknowledging that the completion of the business—through the signing of the respective contracts—will be done directly between DROZ and the client, mediated by the PARTNER, according to its partnership level and commission policy. Likewise, DROZ shall be exclusively responsible for billing directly to clients, respecting any exceptions arising from written commercial agreements between the Parties. 4.2. The PARTNER expressly acknowledges that it will be solely responsible for all expenses necessary to operate under the terms of this Agreement; there shall be no reimbursement by DROZ under any title.
5. TERM AND TERMINATION
5.1. The term of this Agreement shall be indefinite, and it may be terminated amicably by mutual agreement between the Parties, provided there is an express manifestation by one Party via written communication to the other at least 30 (thirty) calendar days in advance. 5.2. The termination of this Agreement shall have no effect on contracts signed with clients acquired by the Parties by virtue of the commercial partnership object of this Agreement. 5.3. The Parties further agree that the clauses regarding confidentiality, non-solicitation, and jurisdiction shall remain in force even after the termination of this Agreement.
6. COMMISSION FOR CLIENT ACQUISITION
6.1. If the PARTNER's efforts generate business opportunities that result in the effective purchase or sale of DROZ services by third parties through the formalization of a contract, the PARTNER shall be entitled to a commission, as provided in the Partnership Form. 6.1.1. Any contract or order celebrated that is eventually rescinded or canceled, for any reason, prior to the period of 30 (thirty) calendar days from its signing, shall not be considered for the purpose of the agreed commission. 6.1.2. For the commission provided in this clause, only clients who are in good standing (adimplentes) shall be considered. No commission shall be due to the PARTNER if the failure to pay results from the buyer's insolvency, or if the business is undone by the buyer. 6.2. Commissioning will be calculated quarterly, and the payment due by DROZ will be made within 45 (forty-five) calendar days from the date of said calculation, provided the corresponding invoice is presented by the PARTNER. 6.2.1. The PARTNER must issue an invoice according to the nature of the activities object of this Agreement, i.e., business mediation. DROZ may withhold commission payments until the invoice is correctly issued by the PARTNER; in such cases, no interest for late payment or adjustments shall apply. 6.3. All additional costs related to disclosure, sales, marketing, among others, by the PARTNER shall be its sole responsibility, with no right to reimbursement by DROZ. 6.4. The commission is paid based on the partnership level. The commission percentage is calculated on the total contract value for the first year, which may include additives or reductions if requested by the client. In the case of additions, the PARTNER will receive a commission only on the value added to the contract (the difference from the previous year). Billing will be performed by DROZ, and the commission will be transferred to the partner after receiving payment from clients at the end of each quarter. 6.5. There is no commission for DROZ products if the contract is monthly. There is no commission for renewals without the addition of new products.
7. OBLIGATIONS OF DROZ
7.1. The obligations of DROZ include: (i) conducting training and providing capacity building and tools so that the PARTNER can perform sales of the services and products identified in the Partnership Form. (ii) punctually making payments due to the PARTNER, provided the obligations in this Agreement are observed. (iii) supporting the PARTNER in negotiations and client service. (iv) being responsible for the delivery of services and products contracted directly with it; it cannot be held responsible for any service contracted by the client directly with the PARTNER.
8. OBLIGATIONS OF THE PARTNER
8.1. The obligations of the PARTNER include: (i) participating in the training and capacity building provided by DROZ. (ii) ensuring that the professionals it appoints participate in the training. (iii) upholding the good reputation of the brand, using its best efforts to do so. (iv) promptly communicating any violation of DROZ’s copyright and intellectual property rights. (v) presenting any and all necessary documents requested by DROZ. (vi) punctually making all payments due by it, including but not limited to the payment of employees and taxes.
9. CONFIDENTIALITY
9.1. The PARTNER (“Receiving Party”) undertakes, during the term of this Agreement and for a period of 3 (three) years after its termination, to maintain as confidential all Confidential Information (as defined below) transmitted to it by DROZ (“Disclosing Party”) within the scope of this Agreement. 9.1.1. For the purposes of this Agreement, the term “Confidential Information” means and encompasses all clauses and conditions of this Agreement, discussions between the Parties, including but not limited to information regarding plans, product prospects, designs, software, price lists, financial information, business or marketing plans, leads, client lists, and technical specifications, whether transferred orally or in writing. 9.1.2. All Confidential Information will be provided "as is". Under no circumstances shall the Disclosing Party be responsible for its accuracy or integrity. 9.2. The Receiving Party and its directors, employees, and contractors shall not disclose any Confidential Information of the Disclosing Party. Any disclosure regarding this Agreement is subject to the prior written consent of the other Party. 9.4. In the event of a breach of confidentiality, DROZ may opt for the immediate termination of this Agreement, and the infringing Party must indemnify it for losses and damages, loss of a chance (perda de uma chance), and lost profits (lucros cessantes). 9.5. Confidentiality conditions do not apply to information that: (i) was already in the public domain prior to this Agreement; (ii) is disclosed by force of law or court order.
10. NON-SOLICITATION
10.1. The PARTNER undertakes, during the term of this Agreement and for a period of 1 (one) year after its termination, not to contact or hire employees, collaborators, clients, or other partners of DROZ without prior authorization, under penalty of indemnifying DROZ for losses, damages, lost profits, and loss of a chance. 10.2. Should the PARTNER breach Clause 10.1, a non-compensatory fine equivalent to 12 (twelve) times the last payment made to the collaborator in question shall apply.
11. INTELLECTUAL PROPERTY
11.1. The PARTNER warrants that any industrial or intellectual property rights accessed by virtue of this Agreement are and shall remain the property of DROZ, including any improvements, adjustments, or creations resulting from the partnership.
12. PRIVACY AND DATA PROTECTION
12.1. In compliance with Law No. 13,709/2018 – General Personal Data Protection Law (“LGPD”), the Parties hereby declare and warrant compliance with the LGPD Addendum available on our websites.
13. COMPLIANCE AND ANTI-CORRUPTION
13.1. In the execution of the Agreement, the Parties are prohibited from: (i) promising, offering, or giving an undue advantage to anyone; (ii) manipulating or defrauding the economic-financial balance of the Agreement; (iii) performing any actions that constitute illegal or corrupt practices under Law No. 12,846/2013 (“Anti-Corruption Laws”).
14. RELATIONSHIP WITHOUT EMPLOYMENT LINK
14.1. The scope of the Agreement is for the provision of services and shall not originate any other type of relationship, especially any employment link, subordination, or agency. All labor and tax obligations due by the PARTNER to its employees are its sole responsibility. 14.3. Each Party undertakes to keep the other Party harmless from any labor claims. If one Party (“Aggrieved Party”) is sued by employees of the other (“Responsible Party”), the Responsible Party must assume the defense and keep the Aggrieved Party harmless. Restitution of any values paid must be made within 72 (seventy-two) hours.
15. GENERAL PROVISIONS
15.1. This Agreement is governed exclusively by Brazilian law. 15.2. The PARTNER may not use DROZ's trademark or intellectual property in advertising without prior written authorization. 15.4. This Agreement does not create any association, partnership, or consortium. Any amounts required judicially from one Party due to the act/omission of the other shall be reimbursed by the infringing Party within 5 (five) calendar days. 15.5. Fortuitous events or force majeure (caso fortuito ou força maior) as provided in the Civil Code shall exclude liability, except in cases of default (mora). 15.7. The PARTNER is aware that DROZ may refuse any client without the need for justification. 15.10. Any alteration to these General Terms and Conditions may be reviewed at DROZ's discretion, via email communication to the partner company.
16. JURISDICTION (FORO)
16.1. The Parties elect the courts of the Judicial District (Comarca) of São Paulo, State of São Paulo, as the sole competent jurisdiction to resolve any doubts or controversies arising from this Agreement.
17. DIGITAL SIGNATURE
17.1. The Parties fully accept that signatures may be performed physically or via digital signature tools pursuant to Brazilian law (MP No. 2,200-2/2001). 17.2. The Parties warrant that the signatures of the Parties and 2 (two) witnesses shall be considered an original copy and constitute an extrajudicial enforcement title (título executivo extrajudicial).
In witness whereof, the Parties execute this Agreement in 2 (two) copies of equal content and form.
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