Terms of Use - Subscription Website
This Service Provision Agreement (“AGREEMENT”) is a legal agreement between you, the CLIENT (individual or legal entity), duly identified in the Commercial Proposal and INDI INFRAESTRUTURA E TELECOMUNICACOES LTDA, a private law legal entity, registered with the CNPJ under no. 22.481.664/0001-52, headquartered at Rua dos Caetes, 530, room 1216, CEP 30.120-908, Belo Horizonte, MG (the “INDI TI”).
CONCEPTS
Applications . This refers to the set of computer programs owned and/or licensed by INDI TI.
Website . Web page
SSL Security Certificate. This is understood as a certificate that guarantees the security of information sent through forms on the website.
Information. It is the set of operational data, of a dynamic nature and intrinsic to the CLIENT's commercial activities, which will constitute the website operated by the contracted Application.
PWA mobile application. These are websites that behave like apps. Like a website, a PWA is accessed directly through the browser, and like any other application, it can be installed on the device's home screen. A PWA is a copy of the website accessible as an app on the device.
Subscription Value. It may be monthly or annual, according to the CLIENT's needs.
Services. Term used to refer to the right of access to Applications and the support inherent thereto.
SAAS . Stands for software as a service.
WaaS. Website as a Service (Website by Subscription / Rental)
Nominal User . Means individuals who are authorized by the CLIENT , who receive a user identification and password to access the Services.
OF THE OBJECT
1.1 Through this instrument, the CLIENT receives the non-exclusive and non-transferable right to use the Applications: INDI Optimized Website Creator and Manager, SSL Security Certificate, PWA mobile application, configured and customized by INDI through the SAAS \ WaaS (Subscription Website) modality, for processing and presenting their information on the internet (webpage).
2. TERM
2.1 The term of this CONTRACT is unlimited and comes into effect on the date of its signature, which is completed after payment of the membership fee (1st installment). The CONTRACT will be automatically renewed for equal periods, unless the parties express otherwise within 30 (thirty) days prior to the expiration of the contracted period.
3. REMUNERATION AND PAYMENT METHOD
3.1 INDI TI will be remunerated for the SERVICES that are the subject of this CONTRACT through automatic recurring payment by credit card every 30 days in the amount of R$349.90. The first payment must be made immediately upon contracting (subscribing) the service.
3.4 The monthly fee will be billed in advance always referring to the month in which the service will be used.
3.5 Payments made after the due date will be subject to interest of 2% (two percent) per month and a late payment fine of 10%.
3.6 If the delay in payment of the Monthly Fee is more than 5 days, access to the services that are responsible for keeping the OBJECT (Website) visible on the internet will be automatically suspended until the financial issues are regularized, and INDI may, at its discretion, consider this CONTRACT to be automatically terminated in the manner established in clause 10.1, item “a”.
4. TAXES
4.1 Taxes levied on the SERVICES provided are added to the amounts agreed upon for this CONTRACT.
5. INDI'S OBLIGATIONS
Without prejudice to other obligations under the Law and this CONTRACT, INDI TI “is obliged” to:
Provide access to the Services and perform the contracted support services in the best technical manner and in accordance with the specifications and standards agreed with the CLIENT;
Make payment of all taxes, direct and indirect, resulting from the provision of services that are the object of this CONTRACT and applicable thereto;
Provide support to the CLIENT regarding the Application (Editor and Website Manager), undertaking to support and guide the CLIENT regarding the functioning of the Application. In view of such obligations, INDI TI must make its own web page available so that the CLIENT can report questions or occurrences.
Ensure the publication of the website within 30 days after contracting, except in the case of failure to send and comply with the schedule by the CLIENT
Provide 1 user to access and manage the website and statistics
If the delivery deadline is not met due to INDI's failure, the customer may request a full refund for the purchase of the R$349.90 plan.
6. CUSTOMER OBLIGATIONS
6.1 In addition to the obligations imposed by the relevant Legislation and others, by virtue of this instrument, the CONTRACTORS are “obliged” to:
Make the agreed payments, amounts, form and dates, described in clause three of this instrument;
Provision of institutional materials to feed the website (logo and texts, etc.);
Define a person responsible for monitoring data collection and other stages of the project;
Monitoring and validation of project stages according to the execution schedule;
Maintain qualified and adequately trained personnel for the use and operation of the Services and for communication with INDI officially through the helpdesk (inditi.freshdesk.com), always providing, whenever any problems occur, all documentation, reports and other information that describe the circumstances in which the problems occurred, aiming to facilitate and speed up the work.
7. HOSTING OF INFORMATION
7.1 INDI declares that it is aware that it will comply with the confidentiality conditions determined by clause nine, as well as provide such information with the same care and diligence that it usually does with what belongs to it, and will return such information whenever the CONTRACTOR requests it.
7.2 Restitution of CUSTOMER Data. Upon request by the CUSTOMER through the Customer Support portal
7.3 Exporting the website (backup) means making available a compressed downloadable file containing the website's HTML, CSS and images source files that are formatted to be installed on a server under the CLIENT's responsibility. As we use dynamic content servers per device, we will generate three HTML/CSS folders - one per device.
Please note! After your site is exported, development adjustments may be required to ensure your site functions properly on a new platform due to templates, widgets, and features unique to our provider's website builder.
7.4 We will no longer track statistics for websites exported to another server once all tracking code is removed. Dynamic features from our own services such as Personalization, Contact Form and other features will stop working and will not be available on the website. Please note that it will not be possible to edit the exported website in our manager (after exporting to another server); the CLIENT will need to make additional changes through HTML and CSS.
7.4.1 Features not included in export. Some plugins and exclusive features will not be available in the exported .zip file:
Store - If there is a virtual store, the store will not be exported, but the CUSTOMER will be able to export the products to a CSV file;
Blog - If there is a blog, it will not be exported to the CLIENT's website HTML but will be available in the rss file.
404 page - 404 page will not be exported
Password protected page resource - the resource will not be exported, however the pages will be exported normally;
Customization triggered functions - lines and windows created using customization rules will be exported, however the codes and functions related to these rules will not be exported
Map Box User Interface - maps will not use MapBox (exclusive plugin) to display location information on the exported website, instead the map used on the website will be OpenStreetMap (open map display feature) to display previously configured locations.
vCita Plugin - In case of vCita integrated CRM - the buttons will appear but will not work in the export since they represent exclusive resources included in our editor charged monthly as an extra premium resource
8. PROPERTY RIGHTS
8.1 Reservation of rights. Provided that the limited rights expressly granted under this AGREEMENT are respected, INDI reserves all rights, title and interest in relation to the subject matter of this AGREEMENT, including all intellectual property rights related thereto. No rights shall be granted to the CONTRACTING PARTY under this AGREEMENT, except those expressly provided for herein.
8.2 Restrictions. The CLIENT may not require additional marketing services such as the creation of artwork, provision of images or any other service not described in this CONTRACT.
9. CONFIDENTIALITY
9.1 The PARTIES, their employees, agents and representatives, undertake, during the term of this CONTRACT and after its termination, to maintain confidentiality regarding any data, materials, documents, technical or commercial specifications, innovations or improvements of either PARTY, which they have access to or knowledge of, or which are entrusted to them, except for the proper fulfillment of this Term, and may not, under any pretext or excuse, omission, fault or fraud, reveal, reproduce or make them aware of this contract to third parties, except, it is ratified, for the proper fulfillment of the purpose of the CONTRACT, or if there is express consent from the other PARTY, under penalty of not doing so, being liable for losses and damages in the effects of the losses caused.
10. TERMINATION
10.1 This CONTRACT shall be deemed terminated by either PARTY at any time, regardless of judicial or extrajudicial formalities, provided that any of the following circumstances occur:
Automatically. If there is a lack of payment for more than 5 (five) days;
Reasonably. In the following cases: (i) failure to comply with obligations by either PARTY, if not remedied within 30 (thirty) days from the written notification of the other party; (iii) the practice, by the CLIENT, of any of the acts provided for in clause 7.3.
11. NOVATION
11.1 Tolerance by one party towards the other regarding the non-fulfillment of any of the obligations assumed in this CONTRACT shall not imply novation or waiver of rights. The tolerant party may, at any time, demand from the other party the faithful and complete fulfillment of this CONTRACT.
12. GENERAL PROVISIONS
12.1 This AGREEMENT is binding on the parties and their successors, and the CONTRACTING PARTY is prohibited from transferring the rights and obligations imposed by this instrument. This limitation does not, however, affect INDI, which may, at any time, assign in whole or in part the rights and obligations inherent in this AGREEMENT to its affiliated, associated, controlling, controlled or subsidiary company.
12.2 Failure to comply with the obligations assumed herein due to facts beyond the control of the parties, such as those constituting unforeseeable circumstances and force majeure, as provided for in Article 393 of the Brazilian Civil Code, shall not constitute grounds for termination of the contract.
12.3 The terms and provisions of this CONTRACT shall prevail over any other prior understandings or agreements between the parties, whether express or implied, regarding the conditions established, and the parties shall not be liable for any adjustments established by their employees, representatives, intermediaries, etc., which are not included in the clauses included in this instrument.
12.4 The CLIENT authorizes INDI to mention in its promotional materials, or through the media, that the CLIENT is a user of the Services that are the subject of this CONTRACT, therefore, such procedure does not violate the obligations related to confidentiality.
12.5 In cases where INDI is obliged to indemnify the CONTRACTOR, such indemnity shall be limited to the equivalent of 12 (twelve) times the value of the monthly fee.
12.6 THE CLIENT declares that it has the technical and economic capacity to evaluate the contracted services, recognizing that they meet its needs, within the quality and adaptability standards that it, the CONTRACTOR, required.
12.7 THE CLIENT declares and accepts that future contracts may be made through the website: https://www.inditi.com.br