1. INTRUDUCTION

 

This document sets forth the General Terms and Conditions of Use of the SENTNEL system, a digital platform provided by SENTNEL MONITORAMENTO LTDA., a private legal entity registered under CNPJ No. 40.202.841/0001-04, with its principal place of business located at Av. Prof. Mário Werneck, No. 26, Suite 1102, Estoril, ZIP Code 30.455-610, Belo Horizonte/MG, hereinafter referred to as “SENTNEL”, made available under a SaaS (Software as a Service) licensing model. 
By using the system, the user acknowledges that they have read, understood, and agreed to these terms. 

 

2. DEFINITIONS

 

For the purposes of this Agreement, the following terms shall have the meanings set forth below: 

 

“SENTNEL” 

A cloud-hosted digital platform, developed and specialized for the management and monitoring of engineering structures and related assets. It is accessible via web browser or mobile application and is comprised of various functional modules as contracted. 

 

“License of Use” 

A non-exclusive, non-transferable authorization granted to the Client to use the SENTNEL system for the contractual term, under the conditions and scope defined in the Technical and Commercial Proposal. The license does not imply any transfer of ownership nor the assignment of any rights over the source code, trademarks, or technical elements of the application. 

 

“Client”  

The natural or legal person contracting and acquiring the right to use the SENTNEL license, responsible for complying with the obligations set forth in this Agreement and in the attached proposals. 

 

“User’’ 

A natural person authorized by the Client to access, use, and interact with the software, under the terms defined by the license granted by the licensor (holder of the proprietary rights to the software). 

 

“System” ou “Software” 

Refers to the set of functional, technical, and operational components of the SENTNEL solution, including the web application, mobile application, database, integrations, APIs, manuals, reports, scripts, algorithms, and interfaces, all hosted in a cloud environment. 

 

“Technical Proposal” 

A document that technically describes the scope of supply, including functionalities, contracted modules, ancillary services, implementation schedule, exclusion criteria, and the service level agreement (SLA). 

 

“Commercial Proposal” 

A document complementary to the Technical Proposal, addressing commercial conditions, pricing, billing terms, term of validity, adjustments, and any additional charges applicable to licensing and services. 

 

“Modules” 

Functional components of the SENTNEL System grouped by operational purposes, such as Dashboards, Inspections, Document Management, Action Plan, among others. The activation of each module depends on the contracted scope. 

 

“Functionalities” 

Specific features integrated into the modules, providing technical capabilities for the collection, visualization, processing, and analysis of data related to the monitored geotechnical structures. 

 

“Services” 

Include implementation, technical support, maintenance, training, integrations, and custom development activities provided by SENTNEL in accordance with the signed proposal. 

 

“SaaS (Software as a Service)” 

A licensing model in which the software is made available as a remote service, accessed via the Internet, without local installation, including automatic updates, cloud infrastructure, and technical support. 

 

“Technical Support” 

Assistance provided by SENTNEL for clarifying questions and resolving operational issues related to the System, with SLA defined in the contract. It does not include consulting, customizations, or non-contracted developments. 

 

“Implementation” 

A set of activities carried out by SENTNEL to make the System operational for the Client, including parameter settings, data loading, user creation, integrations, and initial training. 

 

“Production Environment” 

The technological environment provided by SENTNEL for the continuous operation of the System by the Client, in a secure, stable environment with maximum availability levels guaranteed under SLA. 

 

“SLA (Service Level Agreement)” 

A Service Level Agreement that defines response and resolution times for technical support requests, system availability targets, and obligations related to operational continuity. 

 

“Client Data” 

All data, documents, measurements, records, and information entered or generated in the System by the Client, owned by the Client, and stored during the term of the license. 

 

“Backup” 

Automated procedures for copying and retaining operational and historical data stored in the System, with defined recovery and short- and long-term retention policies. 

 

“Updates” 

Modifications implemented by SENTNEL in the System, including bug fixes, performance improvements, security adjustments, or the addition of new functionalities, at no additional cost within the licensed version. 

 

“Incident” 

Any unplanned event that causes or may cause an interruption or degradation of the System’s normal operation. Incidents are categorized by priority and handled in accordance with the SLA. 

 

“Customizations” 

Specific modifications to the System requested by the Client, subject to technical and commercial feasibility analysis, which may include integrations, new modules, or ad hoc adaptations. 

 

“Intellectual Property” 

SENTNEL’s exclusive rights over the System, including source code, architecture, algorithms, technical documentation, structured database, trademarks, layout, interface, and other elements protected under the Brazilian Copyright Law (Law No. 9.610/1998) and the Industrial Property Law (Law No. 9.279/1996). 

 

“LGPD” 

The Brazilian General Data Protection Law (Law No. 13.709/2018), which regulates the processing of personal data in Brazil and applies whenever the Client or SENTNEL handle personal data of natural persons. 

 

“Disaster Recovery (DR)” 

A technical contingency plan that ensures the continuity and recovery of the platform’s services and data in the event of critical failures, through geographic replication, automatic failover, and restoration protocols. 

 

3. PURPUSE

 

This Agreement governs the use of the SENTNEL System, its functionalities, and the ancillary services as contracted. The technical and commercial details are provided through a specific Technical and Commercial Proposal executed between the parties, which forms an integral part of this Agreement. 

 

4. CONDITIONS OF USE 

 

4.1 LINCENSING

 

The use of the SENTNEL System is governed by these General Terms and Conditions, which supersede any specific agreement previously executed between the parties. The license to use the System is granted to the Client upon acceptance of these Terms through acceptance of the Commercial Proposal. 

 

The SENTNEL licensing is provided through a monthly or annual usage license, which includes the costs related to application monitoring, cloud infrastructure, technical support, and evolutionary system updates. The licensing does not cover any customization, specific development, additional integration, or consulting services, unless separately contracted through an additional proposal. 

 

The license is non-exclusive, non-transferable, and limited to the contractual term indicated in the Commercial Proposal, exclusively for the internal use of the licensed organization. 

 

The granting of the license is subject to timely payment and compliance with the obligations set forth in these Terms. In the event of default, SENTNEL may suspend access without prior notice, reinstating it upon regularization. 

 

4.2 FUNTIONALITIES AND ACCESS 

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a) The User shall have access to the modules and functionalities described in the applicable Technical Proposal, in accordance with the version of the System made available by SENTNEL, including corrective and evolutionary updates. 

b) The number of Users is unlimited, provided it is restricted to members of the Client’s internal team. Any access by third parties, partners, or subcontractors requires SENTNEL’s prior written authorization. 

c) The System is hosted on a cloud infrastructure with high standards of security, availability, and performance, maintaining an uptime rate exceeding 99.7%. 

d) Access to the System depends on an Internet connection, which is the User’s responsibility. SENTNEL shall not be held liable for unavailability resulting from failures in local infrastructure, corporate networks, or Internet service providers. 

e) Access to the System is provided through personal and non-transferable usernames and passwords, and the User is responsible for safeguarding and maintaining the confidentiality of such credentials. 

 

4.3 TECHINICAL REQUIREMENTS

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a) To ensure full operation of the System, the User must keep their devices and operating systems up to date and compatible with the technologies supported by the platform, including the current versions of major Internet browsers. 

b) Failure to comply with this requirement may prevent proper access to or functioning of the System, and such failure shall not constitute liability on the part of SENTNEL. 

c) In addition to the specifications contained in the Technical Proposal, SENTNEL shall, upon the Client’s request, provide the necessary information regarding the technical requirements for the full functioning of the System. 

 

4.4 USAGE OBLIGATIONS 

 

The User undertakes to:

a) Use the System in compliance with applicable law and with these Terms; 

b) Enter only true, up-to-date, and lawful data; 

c) Assume full responsibility for the information entered, including its accuracy, completeness, and any misuse by third parties authorized by the User. 

 

4.5 UPDATE AND INTERUPTIONS 

 

SENTNEL may perform security, performance, and functionality updates automatically, without the need for the User’s prior consent. 

 

Scheduled maintenance will, whenever possible, be carried out outside business hours and communicated in advance. In emergency situations, interventions may occur immediately and without prior notice. 

 

The System may be temporarily unavailable due to maintenance, technical failures, or force majeure events. SENTNEL will make every effort to restore its operation as quickly as possible. 

 

4.6 LICENSE TERM 

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The license is granted for the period specified in the Commercial Proposal and may be renewed for an equal term or extended for a term mutually agreed upon by the parties, through the execution of an Addendum, defining a new scope and fees, if applicable. 

 

5. PRICE AND PAYMENT 

 

5.1 COMMERCIAL CONDITIONS 

 

Access to the SENTNEL System, through licensing, and the provision of associated services are subject to the payment of amounts defined in a specific Commercial Proposal executed between SENTNEL and the Client. 

 

5.2 PAYMENT METHOD AND TERMS 

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Billing shall be carried out periodically in accordance with the commercial model agreed with the Client (monthly, quarterly, annually, or otherwise), taking into account the contracted technical and commercial scope. 

 

The issuance of the Service Invoice by SENTNEL shall be a necessary condition for the commencement of the payment term. The invoice due date shall be that defined in the Commercial Proposal, counted from the date of issuance of the Service Invoice. 

 

The payment method (bank deposit, electronic transfer, boleto, PIX, or other) shall also be agreed upon in the Commercial Proposal, which shall contain all the information necessary to carry out the payment. 

 

5.3 PRICE AJUSTMENTS

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The agreed amounts may be periodically adjusted in accordance with SENTNEL’s prevailing pricing policy or pursuant to the monetary adjustment index stipulated in the specific proposal, subject to a minimum interval of twelve (12) months between adjustments, unless otherwise contractually provided. 

 

5.4 CONSEQUENCE OF DEFAULT

 

In the event of late payment, the following penalties may be applied: ​

a) A late payment fine of 2% of the overdue amount; 

b) Default interest of 1% per month; 

c) Monetary adjustment based on the IPCA index; 

d) Temporary suspension of access to the System until financial obligations are regularized. 

 

5.5 REIMBURSABLE EXPENSES 

 

Whenever applicable, extraordinary operational expenses previously approved by the Client (such as travel, regardless of the means of transportation, in-person training, lodging, meals, and any other expenses necessary for such purposes) shall be reimbursed by the Client upon presentation of receipts and in accordance with the terms set forth in the Commercial Proposal. 

5.5.1 Additional contracted services, such as specific integrations and customizations formalized through an Addendum, are an integral part of the Contract and are not considered reimbursable expenses. 

 

5.6 ADDITIONAL EXPENSES

 

Any request for development, customization, or other services not covered in the Technical Proposal may or may not be provided by SENTNEL, at its sole discretion. If SENTNEL agrees to provide such services, they shall be the subject of an additional proposal attached to an Addendum signed by the parties, and SENTNEL may assign to third parties the right to provide these and/or other services eventually required by the Client, to whom and in the manner it deems appropriate. 

 

6. OBLIGATIONS OF THE PARTIES

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6.1 OBLIGATIONS OF SENTNEL

 

SENTNEL, as the supplier and licensor of the System, undertakes to:

a) Grant the Client access to the SENTNEL System in accordance with the modules, functionalities, and limits set forth in the Technical Proposal and these Terms; 

b) Provide technical support to the Client under the terms and service levels defined in the SLA, for resolving inquiries and handling incidents; 

c) Maintain the System operating with availability exceeding 99.0% of the time, except for scheduled interruptions or those caused by force majeure, third-party failures, or emergency maintenance; 

d) Ensure that the System is hosted in a secure cloud environment, with backup, security, and data integrity policies as described in the Technical Proposal; 

e) Perform corrective maintenance, evolutionary improvements, and mandatory updates of the System at no additional cost, provided they are within the licensed version; 

f) Correct any technical faults or defects in the System, provided they are not caused by misuse, unauthorized intervention by the Client, or failures in the Client’s local infrastructure; 

g) Implement security measures in compliance with the LGPD (General Data Protection Law) when processing personal data stored or processed by the platform; 

h) Respect the confidentiality of information and data provided or entered by the Client, in accordance with the privacy and confidentiality clause of these Terms; 

i) Provide, upon request, the export of the Client’s data in a structured and readable format (CSV, JSON, TXT, or similar) at the end of the contractual relationship; 

j) Indemnify the Client solely for proven direct damages resulting exclusively from SENTNEL’s fault, up to the limit of the total amount paid in the previous twelve (12) months for the System’s license, excluding any indirect damages, loss of profits, production losses, data loss, or business interruption. 

 

6.2 OBLIGATIONS OF THE CLIENT

 

The Client, as the licensee of the System, undertakes to: ​

a) Use the SENTNEL System in accordance with the provisions of these Terms, respecting SENTNEL’s intellectual property rights and the limits of the granted license; 

b) Make payment of the contracted amounts under the conditions and within the deadlines established in the Commercial Proposal; 

c) Enter and keep up to date the data and information under its responsibility in the System, ensuring their accuracy, integrity, and legality; 

d) Ensure that only duly authorized users access the System, being responsible for safeguarding, maintaining the confidentiality, and ensuring proper use of their access credentials; 

e) Provide the technological resources and network infrastructure necessary for access to the System, including a stable Internet connection, compatible equipment, and an up-to-date operating environment; 

f) Cooperate with SENTNEL whenever necessary, particularly during implementation, acceptance testing, technical support, or System updates; 

g) Promptly report any misuse, failure, inconsistency, or incident related to the System or the data entered therein; 

h) Maintain in confidence any technical, commercial, or strategic information eventually shared by SENTNEL, in accordance with the confidentiality clause of these Terms. 

 

7. RESPONSABILITIES OF THE PARTIES 

 

7.1 RESPONSABILITY OF SENTNEL 

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SENTNEL shall not be liable, under any circumstances: ​

a) For failures or unavailability arising from the Client’s local infrastructure, such as network problems, equipment issues, incompatible browsers, or software; 

b) For incorrectly entered information or the lack of data updates in the System by the Client; 

c) For damages resulting from the improper use of the System or use by unauthorized persons; 

d) For cyber incidents originating outside SENTNEL’s direct responsibility, such as third-party attacks, local malware, firewall failures in the Client’s environment, or force majeure events; 

e) For the interpretation, decision, or omission of the Client based on data made available in the System, with operational and engineering responsibilities lying solely with the Client; 

f) The SENTNEL System does not perform verification, auditing, or validation of entered data, nor does it replace the processes under the technical responsibility of the Client or its legally qualified professionals; 

g) Under no circumstances shall SENTNEL be held jointly or subsidiarily liable for labor, tax, regulatory, or contractual obligations assumed by the Client towards third parties. 

 

CLIENT RESPONSABILITY

 

The Client shall be solely responsible for: ​

a) Entering and keeping updated the data and information under its responsibility in the System; 

b) Ensuring that the data and documents entered do not violate third-party rights or infringe applicable law; 

c) Correct interpretation and use of the information generated or stored in the System, including in the context of technical, operational, or regulatory processes; 

d) The secure use of access credentials, assuming responsibility for all actions performed under its account; 

e) Indemnifying SENTNEL for any damage, expense, or loss arising from the improper, wrongful, or unauthorized use of the System, as well as for violations of these Terms. 

 

7.2 NOTIFICATION AND LIABILITY PROCEDURE

 

a) If either party suffers loss due to the conduct of the other party, it shall notify the responsible party in writing, providing supporting documentation and a detailed description of the event. 

b) The notified party shall have up to ten (10) business days to present a formal response, which may include a counterargument or a settlement proposal. 

c) In the absence of a consensual resolution, the matter shall be resolved in accordance with the dispute resolution procedures set forth in these Terms (see Dispute Resolution). 

 

8. INFRASTRUTURE, SECURITY AND OPERATIONAL CONTINUITY 

 

8.1 CLOUD INFRASTRUCTURE AND SECURITY

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a) The SENTNEL System is hosted in the cloud, ensuring security, scalability, high availability, and geographic redundancy. 

b) The infrastructure is segmented into isolated environments within distinct Resource Groups, promoting granular control and integrity between services. 

c) The architecture is based on microservices, enabling dynamic scalability, high performance, and modularity in maintenance. 

d) SQL databases are provisioned in dedicated instances, with processing capacity adaptable to operational demand. 

e) Traffic security is reinforced by multiple protection layers, including: Edge Firewall; Web Application Firewall (WAF) against OWASP attacks such as SQL Injection and Cross-Site Scripting (XSS); access control policies; and traceability through authenticated logs. 

 

8.2 SECURITY AND CODE QUALITY TESTING

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a) The System is regularly subjected to security tests based on OWASP guidelines, aimed at identifying and mitigating vulnerabilities. 

b) The code is continuously analyzed by an automated quality pipeline using SonarCloud, which performs: (i) Static security analysis; (ii) Coding standards verification; (iii) Minimum scoring for version release. 

c) Versions are only promoted to production after approval in rigorous quality gates, ensuring continuous security and stability. 

 

8.3 BACKUP, RESTORATION, AND HIGH AVAILABILITY

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a) Data stored in the System is subject to the following backup policy: 

Point-in-Time Restore (PITR): copies retained for seven (7) days; 

Differential backups: performed every 12 hours; 

Long-Term Retention (LTR): 3 months: weekly backups; 1 year: monthly backups; 5 years: annual backups. 

b) The System operates with an availability rate exceeding 99.7%, supported by redundant architecture, automatic failover, and geographic replication. 

c) SENTNEL maintains a Disaster Recovery (DR) Plan with protocols for critical failures, natural disasters, and cyberattacks, ensuring rapid restoration and operational continuity. 

 

 

9. INTELLECTUAL PROPERTY

 

9.1 OWNERSHIP

 

a) The SENTNEL System, including its architecture, source code, algorithms, functionalities, interfaces, layout, databases, reports, technical documentation, applications, modules, and any other elements comprising it, are the exclusive property of SENTNEL and are protected under Brazilian intellectual property laws, specifically Law No. 9.610/1998 (Copyright Law) and Law No. 9.279/1996 (Industrial Property Law). 

b) This license does not transfer to the Client or end-user any ownership or proprietary rights to the System, its components, or operational methods, granting only a temporary, non-exclusive, non-transferable right of use, conditioned upon the term of the contract. 

 

9.2 EXPRESS PROHIBITIONS

 

The Client or any third party authorized by it is expressly prohibited from: 

a) Copying, reproducing, modifying, adapting, translating, decompiling, disassembling, performing reverse engineering, or otherwise attempting to access or reconstruct the System’s source code; 

b) Sublicensing, assigning, transferring, or allowing the use of the System, in whole or in part, by unauthorized third parties, whether for consideration or free of charge; 

c) Using elements of the System for the development of derivative or competing software; 

d) Disclosing, commercializing, or publicly making available any part of the System, including its logical or functional structure, without SENTNEL’s prior written authorization. 

 

9.3 CLIENT-PROVIDED CONTENT

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a) The data, documents, and information entered into the System by the Client or its authorized users shall remain the property of the Client, which shall be fully responsible for their content, accuracy, and legality. 

b) By entering content into the platform, the Client authorizes SENTNEL to store, process, organize, and present such information solely for operational and functional purposes of the System and for fulfilling the object of the contract, subject to confidentiality and applicable law, including the Brazilian General Data Protection Law (LGPD). 

 

9.4 DATA EXPORT 

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a) Upon termination or expiration of the license, the Client may request the export of the stored data in a structured and readable format (such as .CSV, .JSON, .TXT, or an equivalent format) within the timeframe specified in the current Technical Proposal. 

b) The backup will be made available securely, subject to requester authentication, and will comply with SENTNEL's information retention and security policies. 

 

9.5 TRADEMARKS AND VISUAL IDENTITY

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a) The trademarks, logos, trade names, and other distinctive signs related to SENTNEL are protected by law and may not be used by the Client without prior, express, and written authorization, except within the contractually permitted scope (for example, during training sessions, manuals, or customized systems). 

b) Likewise, the Client authorizes SENTNEL to mention its name and logo in institutional materials, portfolios, and technical proposals exclusively for commercial reference purposes, unless there is a formal and express objection. 

 

10. CONFIDENTIALITY

 

10.1 CONFIDENTIALITY COMMITMENT

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a) The parties undertake to maintain the strictest confidentiality regarding any Confidential Information they may have access to as a result of using the SENTNEL System, whether orally, in writing, electronically, graphically, or by any other means, and agree not to disclose, transmit, reproduce, or use such information for any purpose unrelated to the performance of obligations set forth in these Terms. 

b) The duty of confidentiality also applies to the employees, agents, representatives, consultants, and subcontractors of both parties, who must be instructed and bound to the same obligations. 

 

10.2  DEFINITION OF CONFIDENTIAL INFORMATION

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For the purposes of these Terms, “Confidential Information” means all information that: 

a) Is not in the public domain; 

b) Relates to the SENTNEL System, its operational methods, source code, architecture, business strategies, technical workflows, documentation, internal policies, or clients; 

c) Involves data, measurements, analyses, structures, reports, or other elements entered or stored in the System by the Client; 

d) Relates to the content of technical or commercial proposals exchanged between the parties; 

e) Is identified as “confidential,” “restricted,” or of similar nature. 

 

10.3 EXCLUSIONS

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The confidentiality obligations set forth in these Terms do not apply to information that: 

a) Is already in the public domain at the time of its disclosure, without violation of these Terms; 

b) Becomes public through legitimate action not in violation of these Terms; 

c) Is demonstrably known by the receiving Party prior to disclosure; 

d) Is required by law, court order, or competent authority, provided that the affected party is notified in advance, whenever possible. 

 

10.4 PROTECTIVE MEASURES

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Each party undertakes to adopt all reasonable administrative, technical, and organizational measures to protect Confidential Information against unauthorized access, misuse, loss, destruction, or improper disclosure. 

 

10.5 DURATION OF OBLIGATION

 

a) The confidentiality obligations set forth in this clause shall remain in effect for the entire duration of the contractual relationship between the parties and for five (5) years after its termination, regardless of the reason for termination. 

b) Obligations related to the protection of trade secrets, intellectual property, or personal data shall remain in force indefinitely, for as long as the confidential nature of the information persists. 

 

10.6 BREACH

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a) Failure to comply with confidentiality obligations shall render the breaching party fully liable for losses, damages, and lost profits caused to the aggrieved party, without prejudice to applicable legal measures, including civil, criminal, or regulatory actions. 

b) The aggrieved party may also seek injunctive or precautionary measures to prevent or stop the improper disclosure of its Confidential Information. 

 

11. PERSONAL DATA PROCESSING

 

11.1 LGPD COMPLIANCE

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The use of the SENTNEL System may involve the processing of personal data, and, in this context, the parties undertake to fully comply with the provisions of the Brazilian General Data Protection Law – LGPD (Law No. 13.709/2018) and related regulations. 

 

11.2 ROLES OF THE PARTIES IN DATA PROCESSING 

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a) SENTNEL will generally act as a data processor, processing personal data on behalf of and in the interest of the Client, in accordance with the Client’s instructions and within the limits of the contracted services. 

b) The Client will be considered the data controller, being responsible for defining the purpose, legal basis, and scope of the processing of data entered or collected in the System. 

c) In certain limited cases (e.g., user management, technical support, or usage metrics), SENTNEL may act as a joint controller, exclusively for administrative, security, auditing, and service improvement purposes, always in compliance with the principles of the LGPD. 

 

11.3 PERSONAL DATA PROCESSED

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a) The SENTNEL System processes, in a limited manner, only the personal data strictly necessary for its operation, such as: 

• Full name; 

• Corporate email; 

• Contact telephone number; 

• Position or technical role (when applicable); 

• Authentication and access data (login, password, permissions, and logs). 

b) Sensitive personal data is not collected or stored, except when voluntarily entered by the Client in free-text fields, in which case the Client shall be fully responsible for the legal basis and purpose of such data use. 

 

11.4 PURPOSE AND USE OF DATA

 

Personal data processed by SENTNEL is used exclusively for: 

a) User creation, management, and authentication in the System; 

b) Technical support and operational communication; 

c) Ensuring access security; 

d) Fulfillment of contractual and legal obligations; 

e) Statistical analysis and usability improvements, without identifying the data subject. 

 

11.5 DATA SUBJECT RIGHTS

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The Client may, through its authorized users, exercise the rights set forth in the LGPD, including: 

a) Confirmation of data processing; 

b) Access, correction, anonymization, or deletion of data; 

c) Revocation of consent (when applicable). 

Such requests must be submitted to SENTNEL by email through the service channel indicated in the System or on the official website. 

 

11.6 THIRD-PARTY SHARING

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SENTNEL does not sell, assign, or share personal data with third parties, except when necessary for the fulfillment of the contract (e.g., hosting, authentication, email providers), as required by law, regulation, or court order, or when expressly authorized by the Client. 

Any sub-processors engaged by SENTNEL shall be subject to the same security and confidentiality obligations provided in these Terms. 

 

11.7 DATA RETENTION AND DELETION

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Personal data will be stored for as long as necessary to fulfill the purposes set forth in these Terms or while the contractual relationship with the Client remains in effect. 

After termination or expiration of the license, data may be deleted, anonymized, or returned to the Client, as instructed by the Client, subject to minimum legal retention obligations. 

 

12. LEGAL COMPLIANCE AND ANTI-CORRUPTION

 

12.1 COMPLIANCE WITH APPLICABLE LAWS

The parties declare and warrant that they comply, and will continue to comply throughout the term of these Terms, with all applicable laws, regulations, and standards, including but not limited to: 

• Civil, commercial, environmental, occupational safety, and consumer protection laws; 

• Tax and labor laws applicable to their operations; 

• Brazilian General Data Protection Law (Law No. 13.709/2018 – LGPD); 

• Brazilian Anti-Corruption Law (Law No. 12.846/2013) and other related Brazilian and international regulations (FCPA, UK Bribery Act, OECD, etc.). 

 

12.2 PROHIBITION OF UNLAWFUL AND ANTI-COMPETITIVE PRACTICES

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SENTNEL and the User undertake to: 

a) Not offer, promise, pay, authorize, or receive, directly or indirectly, any undue advantage, bribe, commission, gratuity, gift of value, excessive hospitality, or any other illicit benefit, whether on their own behalf or for third parties; 

b) Not improperly influence decisions of public agents, authorities, public officials, suppliers, or competitors; 

c) Not engage in fraud, cartelization, collusion, overbilling, price manipulation, or any other anti-competitive conduct under Brazilian and international legislation; 

d) Refrain from carrying out any actions that may constitute conflicts of interest, active or passive corruption, undue favoring, influence peddling, or administrative misconduct. 

Violation of any provision of this clause may result in: 

a) Immediate termination of these Terms, regardless of prior notice or additional penalties; 

b) Full indemnification of the injured party for losses, damages, administrative or judicial sanctions eventually imposed; 

c) Referral of the infraction to the competent authorities, if applicable. 

 

13. TERMINATION

 

13.1 TERMINATION WITHOUT CAUSE

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Either party may terminate these Terms by providing prior written notice at least thirty (30) days in advance. 

 

13.2 TERMINATION FOR CAUSE

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SENTNEL may immediately terminate these Terms, without prior notice, in the event of: 

a) Default or contractual breach, where remediation has been requested within ten (10) days and no corrective action has been taken within the specified period; 

b) Non-payment of at least one (1) invoice, upon notification; 

c) Violation of intellectual property rights; 

d) Commission of an unlawful act, fraud, attempted reverse engineering, or misuse of the System; 

e) Bankruptcy, judicial or extrajudicial reorganization of the Client. 

 

13.3 EFFECTS OF TERMINATION

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Upon termination or expiration of these Terms: 

a) Access to the System shall be immediately blocked; 

b) All outstanding financial obligations shall become immediately due and payable; 

c) The Client may request, within thirty (30) days, the export of its data stored in the System, pursuant to the Intellectual Property and Data Processing clauses; 

d) SENTNEL shall no longer be obligated to provide any remaining services, except for any continuing legal obligations. 

 

14. FINAL PROVISIONS

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These Terms constitute the entire agreement between the parties regarding the use of the SENTNEL System, superseding any prior understandings, negotiations, contracts, terms, or agreements, whether oral or written, relating to the same subject matter. They are considered an inseparable part of the commercial and technical proposal presented. 

 

14.2 AMENDMENTS

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SENTNEL reserves the right to amend these Terms at any time by publishing the updated version on its website or within the System itself. If any amendment results in substantial changes, the Client will be notified, and continued use of the System will constitute automatic acceptance of the revised terms. 

 

14.3 TOLERANCE AND WAIVER

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Any tolerance by either party regarding the other party’s non-compliance with its obligations shall not constitute a waiver, forgiveness, or implied contractual amendment, and the tolerant party may require full compliance at any time. 

 

14.4 NO EMPLOYMENT OR CORPORATE RELATIONSHIP

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These Terms do not establish any employment, corporate, partnership, or subordination relationship between the parties, nor do they create exclusivity, solidarity, or any cross-liability for labor, tax, civil, or regulatory obligations. 

 

14.5 ASSIGNMENT AND TRANSFER

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The use of the license is personal and non-transferable, and the Client may not assign or transfer its rights or obligations arising from these Terms, in whole or in part, without the prior express consent of SENTNEL. SENTNEL may assign or transfer its rights and obligations to companies within the same corporate group or to successors. 

 

14.6 NOTICES

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All communications, notices, and notifications related to these Terms must be made in writing and sent to the Client at the email address of the primary Platform/User account holder, and to SENTNEL at the email addresses of the individuals responsible for the technical, commercial, or financial areas, as indicated in the Technical Proposal. Communications sent by email with confirmation of receipt shall be considered valid for all legal purposes. 

 

15. JURISDICTION AND GOVERNING LAW

 

15.1 GOVERNING LAW

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These Terms shall be governed by and construed in accordance with the laws of the Federative Republic of Brazil, particularly the provisions of the Civil Code, the LGPD, the Software Law (Law No. 9.609/98), and the Copyright Law (Law No. 9.610/98). 

 

15.2 AMICABLE DISPUTE RESOLUTION

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The parties shall make their best efforts to resolve any disputes arising from these Terms through extrajudicial means, preferably by conciliation and direct negotiation, within ten (10) business days after formal communication of the dispute. 

 

15.3 JURISDICTION

If an amicable resolution is not possible, the parties agree to submit to the exclusive jurisdiction of the courts of Belo Horizonte, State of Minas Gerais, expressly waiving any other jurisdiction, no matter how privileged it may be, as the competent forum to settle any doubts or disputes arising from these Terms.