These Terms and Conditions govern the provision of PagBrasil’s Services and define the rights and obligations of both PagBrasil and the Merchant. The Merchant’s use of the Services constitutes full and unconditional acceptance of these Terms and Conditions.
Unless otherwise agreed, these Terms and Conditions apply to Agreements executed on or after January 1, 2026. For Agreements executed before January 1, 2026, please contact the PagBrasil team.
1. Definitions
The following terms shall have the meanings set forth below and shall apply to these Terms and Conditions, whether used in the singular or plural form:
3D Secure (3DS): The security authentication protocol developed by Card schemes that enables the verification of the cardholder’s identity during online Transactions with credit or debit Cards through an additional authentication step performed in real time with the card-issuing institution, for the purpose of mitigating fraud and allocating liability in accordance with the applicable Card scheme rules.
Affiliate: Any company or other legal entity that is duly incorporated and that directly controls, is directly controlled by, or is under common control with a Party.
Agreement: The agreement entered into between PagBrasil and the Merchant for the provision of Services, which includes these Terms and Conditions and the applicable commercial terms and conditions, such as processing fees, anticipation of receivables, operational costs, legal fees, returns and Chargebacks, integration fees, payouts terms, Reserve, and any other applicable conditions agreed upon between the Parties.
AML/FT: Anti-Money Laundering and Combating the Financing of Terrorism. All applicable laws, regulations, guidelines, and industry best practices aimed at preventing, detecting, and reporting activities related to money laundering and the financing of terrorism. This includes, but is not limited to, the Brazilian Anti-Money Laundering Law (Law No. 9,613/98), the recommendations of the Financial Action Task Force (FATF), as well as international standards and regulatory guidance issued by competent authorities.
Brazil: The Federative Republic of Brazil.
Card: The payment methods credit card and debit card.
Chargeback: A transaction reversal initiated by the payer through the payer’s financial or payment institution, resulting in the refund of the Transaction Amount to the payer in accordance with the policies and conditions established by the corresponding payment schemes.
CTR (Chargeback-to-Transaction Ratio): The Merchant’s ratio of chargeback to transaction to Card transactions, calculated by dividing the number of Card Chargebacks received in a calendar month by the total number of successful Card transactions during the same period.
D-n and D+n: Number of business days (“n” representing the number of days) occurring before (“-”) or after (“+”) a defined event (“D”).
Eligible Settlement Date: The date on which the transaction becomes eligible for settlement and is included in the Settlement Report. This date may vary depending on the Payment Method used.
End Customer: The natural person or legal entity, resident or located in Brazil, who purchases Products and Services through the Merchant’s Platform.
Fees: The amounts specified in the Agreement or these Terms and Conditions, collected from the Merchant by PagBrasil either through deduction from Transaction Amounts or invoicing with a separate payment request.
Intermediation Services: The service provided by PagBrasil consisting of payment processing and financial flow intermediation. Under this service, PagBrasil collects the amounts paid by End Customers for Products and Services and subsequently transfers the corresponding amounts to the Merchant.
KYC Form: The form provided by PagBrasil that must be completed by the Merchant with registration information, including corporate name, address, management and shareholder structure, legal representatives, ultimate beneficial owners, bank details, and other relevant data. The purpose of the KYC Form is to enable PagBrasil to assess the information provided by the Merchant, determine its eligibility to process Transactions through PagBrasil, and to ensure compliance with applicable AML/FT regulations.
List of Restricted and Prohibited Products and Services: The list issued by PagBrasil identifying the Products and Services that are restricted or prohibited for the Merchant when using PagBrasil’s Services, as provided and updated by PagBrasil from time to time, available at List of Restricted and Prohibited Products and Services.
Merchant Account: The graphical payment processing account associated with the Merchant and accessible through the PagBrasil Dashboard, protected by individual credentials, and enabling the Merchant to accept and process payments via the PagBrasil Platform.
Merchant: The company or other legal entity that enters into the Agreement with PagBrasil for the provision of Services.
Merchant’s Platform: The digital platform(s) identified in the KYC Form through which the Merchant offers its Products and Services to End Customers.
Minimum Transfer Amount: The minimum Net Payout Amount required for PagBrasil to transfer to the Merchant the funds received from End Customers.
Net Payout Amount: The total amount of successful payments with an Eligible Settlement Date until 12 a.m. (midnight), Brazilian time (BRT), on the last day of a Payment Period, less the applicable Fees, as well as any Refunds and Chargebacks processed during the same Payment Period.
PagBrasil Dashboard: PagBrasil’s web-based administrative interface, accessible through a URL provided to the Merchant.
PagBrasil Platform: PagBrasil’s payment platform developed for companies, organizations, and digital businesses for the purpose of payment processing.
PagBrasil Solution: The checkout solution developed by PagBrasil that enables the integration of the PagBrasil Platform into the Merchant’s Platform, implemented through an application, plug-in, cartridge, or other equivalent method.
PagBrasil: The Brazilian company PagBrasil Instituição de Pagamento Ltda., duly incorporated and registered in the trade register (Junta Comercial) of State of Rio Grande do Sul, Brazil, under fiscal registration (CNPJ) No. 14.630.124/0001-65, organized and existing under the laws of Brazil, with its principal office at Av. Carlos Gomes, 1122, A Tower, 11th floor, Porto Alegre, RS, 90470-282, Brazil. PagBrasil acts as a payment service facilitator, processing payment transactions.
PagShield: PagBrasil’s fraud prevention solution designed to monitor and analyze Card Transactions.
PagStream®: PagBrasil’s subscription management solution that enables the Merchant to offer and manage recurring payments.
Parties: PagBrasil and the Merchant, jointly.
Party: PagBrasil or the Merchant, individually.
Payment Method: The payment methods specified in the Agreement.
Payment Period: The period of days for which PagBrasil generates the Settlement Report and subsequently transfers the Net Payout Amount to the Merchant.
Payout Account: The graphical account accessible through the PagBrasil Dashboard when the Merchant uses the Payout Service, enabling the transfer of funds to Suppliers.
Payout Service: An additional service that may be offered by PagBrasil, at its sole discretion, allowing the Merchant to use the funds available in the Merchant Account to transfer amounts to Suppliers.
PCI DSS: A set of requirements and data security standards established by the payment card industry to protect the personal information of Card holders and the Card data, ensuring data security for organizations that process, store, or transmit such information. The requirements and procedures are available at http://www.pcisecuritystandards.org/.
Price: The value of the Products and Services established by the Merchant.
Products and Services: The products and services specified in the KYC Form, sold by the Merchant and purchased by End Customers through the Merchant’s Platform, with payments facilitated by PagBrasil’s payment services.
Refund: The partial or full reimbursement of the Transaction Amount to the End Customer.
Reserve: An amount established in the Agreement, calculated based on the total Transaction Amounts within a Payment Period, that PagBrasil withholds to secure obligations that may arise from reversed Transactions, including Chargebacks, Refunds, and other claims related to payment Transactions processed by the Merchant.
Services: The set of services provided by PagBrasil to the Merchant, including Intermediation Services, fraud prevention, subscription management, Payout Services, and any other additional services.
Settlement Frequency: The frequency with which PagBrasil settles and transfers the Net Payout Amount to the Merchant.
Settlement Report: The report prepared and made available to the Merchant by PagBrasil, detailing all Transactions with End Customers that have an Eligible Settlement Date within the corresponding Payment Period. The report includes, among other information, the order number, submission date, Payment Method, End Customer’s name, email address, and fiscal number (CPF or CNPJ), the Price and the amount effectively paid by the End Customer, the payment date, the Refund or Chargeback date (when applicable), the amount refunded in BRL to the End Customer (when applicable), PagBrasil’s Fees in BRL, and, if applicable, the amount transferred to the Payout Account.
Spread: The difference between the official interbank exchange rate (“cambio intermediário venda”) published on the webpage of Banco Central do Brasil (www.bcb.gov.br) and the exchange rate applied by PagBrasil.
Supplier: A natural person or legal entity with whom the Merchant maintains a business relationship for the supply of goods and services and who will receive funds allocated by the Merchant through a request to PagBrasil, if the Payout Service is contracted under the terms of the Agreement.
Terms and Conditions: These Terms and Conditions governing the Agreement between PagBrasil and the Merchant.
Transaction Amount: The total amount, in BRL, of a specific Transaction.
Transaction: A payment transaction processed through PagBrasil’s Services on behalf of the Merchant.
Transfer Date: The date on which the Net Payout Amount is transferred to the Merchant’s bank account.
2. PagBrasil Services
Under applicable Brazilian regulatory and market requirements, foreign companies are generally unable to directly access certain local Brazilian payment methods without a local structure. To address this, PagBrasil has established a corporate, legal, and administrative structure that enables foreign companies to sell from abroad to End Customers located in Brazil while facilitating compliant access to local payment methods.
PagBrasil provides Intermediation Services and related Services, which may be activated or deactivated, in whole or in part, at PagBrasil’s discretion and/or at the Merchant’s request.
The Merchant’s use of any Services is subject to PagBrasil’s acceptance, at its sole discretion, in accordance with on the commercial terms set forth in the Agreement.
3. Rules for Using PagBrasil’s Services
3.1. General Obligations
The Parties shall promote and respect the constitutional principles, fundamental rights and guarantees, and social rights established under the Federal Constitution of Brazil, including but not limited to (i) respecting the environment, (ii) avoiding any form of discrimination, (iii) preventing and eradicating forced and child labor, (iv) ensuring a safe and healthy work environment; (v) preventing moral and sexual harassment; (vi) combating corruption in all its forms, including extortion and bribery; and (vii) implementing AML/FT measures.
The Parties shall comply with all applicable data protection laws with respect to personal data shared by the Merchant with PagBrasil for the purpose of enabling the sale of, and processing payments for, the Products and Services.
The Parties shall adhere to the provisions and requirements established by the Central Bank of Brazil, as well as financial and payment institutions, including those authorized to operate in the foreign exchange market, card-issuing banks, and payment schemes, as instructed by PagBrasil. The Merchant acknowledges and authorizes PagBrasil to share the Merchant’s financial and transactional information, including data stored in PagBrasil’s databases, with such institutions as necessary to fulfill the purposes of the Agreement and to comply with their fraud prevention and risk management policies.
The Parties shall comply with and assume all tax liabilities arising from the Agreement for which they, or their Affiliate, are responsible under Brazilian law. The Merchant shall be solely responsible for the accurate declaration and payment of taxes due on transactions or contracts made through the services provided by PagBrasil and shall promptly reimburse PagBrasil for any fees or taxes paid on the Merchant’s behalf that, under applicable law, are the responsibility of or attributable to the Merchant. The Merchant shall also ensure that End Customers pay all applicable taxes on the importation of Products and Services, including but not limited to import tax, PIS/COFINS, CIDE, ICMS, and ISS.
3.2. Merchant’s Commitments
The Merchant agrees to comply with all applicable laws, these Terms and Conditions, the Agreement, and the List of Restricted and Prohibited Products and Services.
3.3. Merchant’s Platform
The Merchant represents and warrants that it owns the Merchant’s Platform and holds all necessary authorizations to sell its Products and Services in Brazil.
When using PagBrasil’s Services, the Merchant shall (i) provide a digital platform in Portuguese (Brazil) through which End Customers can purchase Products and Services, (ii) set the Price of the Products and Services in Brazilian Reais (BRL), (iii) provide customer assistance and support in Portuguese, (iv) offer all necessary warranties and maintenance to End Customers in accordance with Brazilian law, and (v) manage the entire marketing and sales process for the Products and Services.
PagBrasil may request modifications to the Merchant’s Platform to ensure compliance with the policies and procedures outlined in the Agreement.
The Merchant acknowledges and agrees that, depending on the type of integration, the PagBrasil logo may be automatically displayed during the checkout process on the Merchant’s Platform and in other PagBrasil Platform’s services and systems, thereby making it visible to the End Customer.
PagBrasil assumes no responsibility for risks and consequences arising from the installation of third-party applications on the Merchant’s Platform that may compromise the functioning of PagBrasil Platform’s services and systems.
PagBrasil shall not be liable for any discrepancies in Prices, delivery times, or warranties provided by the Merchant to End Customers, including any warranties that fail to comply with Brazilian law or with the compliance guidelines established by PagBrasil.
Considering that the funds collected from the End Customer will be transferred to a country outside Brazil, the Merchant shall clearly disclose, on its website or in a location visible to the End Customer, that the foreign exchange operation necessary for the purchase will be carried out on behalf of the End Customer. For this purpose, PagBrasil may create a prepaid payment account in the End Customer’s name to facilitate the execution of the foreign exchange operation and the settlement of the Transaction.
3.4. Merchant’s Products and Services
The Merchant shall deliver or make available to the End Customer the Products and Services sold. PagBrasil reserves the right to withhold payments from End Customers to the Merchant if (i) the Merchant has not shipped or made the Products and Services available to the End Customer by the Transfer Date, (ii) the End Customer has not received the Products and Services within the promised delivery timeframe by the Transfer Date, as defined by the Merchant at the time of purchase or as specified in the KYC Form, (iii) the Products and Services shipped or made available to the End Customer do not correspond to, or are of inferior quality to, those described to the End Customer at the time of purchase, or (iv) the Merchant has not provided the tracking codes (proof of delivery or POD) for the shipments of physical products (if applicable) to the End Customer by the Transfer Date.
The Merchant shall issue and provide an invoice to the End Customer for the Products and Services sold, and shall pay, when applicable, all related costs and taxes.
The Merchant shall specify in the KYC Form the categories of Products and Services in respect of which the Merchant will use PagBrasil’s Services.
PagBrasil provides a List of Restricted and Prohibited Products and Services. The Merchant shall not use PagBrasil’s Services for the sale of Products and Services that fall under prohibited categories and shall obtain PagBrasil’s prior written approval before using PagBrasil’s Services for the sale of Products and Services listed under restricted categories.
If PagBrasil identifies any discrepancies between the information provided in the KYC Form and the actual Products and Services offered by the Merchant, or in the event of non-compliance with the Restricted and Prohibited Products and Services policy, PagBrasil reserves the right to withhold payments from End Customers and refund them, as well as to immediately terminate the Agreement without prior notice and without the Merchant being entitled to any compensation or related claims.
For cross-border shipments of physical Products and Services, the Merchant shall ensure that the Transaction Amount per End Customer (per CPF or CNPJ) does not exceed the BRL equivalent of USD 3,000 (three thousand U.S. dollars) per month.
If the Merchant sells physical Products and Services, it shall ship exclusively through the courier or postal service(s) specified in the KYC Form. The Merchant shall provide PagBrasil, for each Payment Period, at least on a monthly basis, by the 5th (fifth) calendar day of the subsequent month, or within three (3) business days upon request, with a list of all courier or postal service import tracking numbers (or proof of deliveries (PODs)) corresponding to the order numbers for all orders shipped during the previous Payment Period. This report shall be based on PagBrasil’s Settlement Report or another report provided by PagBrasil for the applicable Payment Period. PagBrasil reserves the right to withhold payments from End Customers and refund them if the Merchant fails to provide tracking numbers for shipments of physical Products and Services to the End Customer by the Transfer Date.
The Merchant shall comply with all applicable Brazilian health laws and regulations concerning the Products and Services provided, if applicable. The Merchant shall sell only products, including but not limited to health supplements, that can be sold without a prescription under Brazilian food or health regulations and shall comply with all applicable restrictions, including, but not limited to, the provisions of Resolution No. 81 of the Brazilian National Health Surveillance Agency (ANVISA).
3.5. Intellectual Property
The Parties represent and warrant that they own all rights, titles, and interests in, or have obtained all necessary licenses and grants of rights related to the Agreement.
The Merchant represents and warrants that (i) it has the authority and legal right to execute and be bound by the Agreement, (ii) it owns or otherwise holds valid rights or licenses, including any copyrights, patents, or other intellectual property rights necessary for the commercialization of the Products and Services and for the operation of the Merchant’s Platform, and (iii) the Products and Services as well as the rights granted to PagBrasil by the Merchant to fulfill the purpose of the Agreement do not and will not violate or infringe upon any third-party rights, including, but not limited to, copyrights, trademarks, data protection rights, or any other proprietary rights or interests of any kind.
The Merchant shall use the brands of card schemes, acquirers, payment schemes, and third parties, if applicable, in accordance with the rules and regulations governing the use of such brands, as established by the relevant organizations and in compliance with the instructions provided by PagBrasil.
3.6. Essential Information
The Merchant shall provide, with each Transaction (i) the End Customer’s payment data, (ii) the validated name and tax identification number (CPF/CNPJ) of the End Customer, and (iii) the commercial name of the Product and Service in English.
The Merchant grants PagBrasil all necessary rights and authorizations to process, transmit, store, and make the End Customer’s data available, as well as to collect the Transaction Amount from the End Customer according to the selected Payment Method.
The Merchant authorizes PagBrasil to contact End Customers (by phone, email, or other means) as necessary for fraud prevention purposes or to comply with its AML/FT obligations under applicable Brazilian and international laws.
3.7. Merchant’s Data
The Merchant shall complete a KYC Form, which will be reviewed and validated by PagBrasil before the Merchant begins using PagBrasil’s Services, in compliance with Brazilian and international AML/FT laws and regulations, to properly identify the Merchant and assess related risks prior to contracting.
The Merchant shall notify PagBrasil of any changes to the data provided in the KYC Form by submitting an updated and duly signed form. If PagBrasil identifies any discrepancies in the Merchant’s data on the KYC Form, PagBrasil reserves the right to withhold payments from End Customers to the Merchant.
Whenever necessary, the Merchant shall provide PagBrasil with End Customer’s data for the purpose of setting up a payment account in the End Customer’s name, in order to transfer funds to the Merchant’s foreign bank account for purchases completed on the Merchant’s Platform. Such account shall not authorize the granting of loans or the extension of credit, and shall be used solely to enable the payment services provided by PagBrasil under the Agreement.
3.8. Record Keeping
The Merchant shall maintain records of all information related to Transactions and the delivery of Products and Services.
The Merchant represents and warrants that it holds all necessary rights to issue invoices to End Customers for the Products and Services sold. The Merchant shall retain invoices and proofs of delivery for the Products and Services sold for a period of five (5) years from the date of payment confirmation by the End Customer and shall provide such documents to PagBrasil, upon request, within five (5) business days. Failure to comply may result in PagBrasil withholding payments from End Customers to the Merchant.
3.9. Rules for Card Usage
The Merchant shall implement and maintain appropriate technical and administrative measures in compliance with PCI DSS requirements whenever the Card Payment Method is enabled within PagBrasil’s Services.
Additionally, the Merchant shall comply with all applicable rules, standards, and conditions governing payment processing transactions, particularly those established by Card acquirers, Card-issuing banks and/or Card schemes, including, but not limited to (i) processing Card transactions exclusively within Brazil, and (ii) refraining from processing Card transactions through PagBrasil on behalf of other merchants or payment service facilitators.
The Merchant shall not store End Customers’ Card data in any database or other storage medium (including logs) in connection with the processing of Card payments through the PagBrasil Platform, unless the Merchant’s Platform is PCI DSS compliant and a valid Attestation of Compliance (AoC) or Self-Assessment Questionnaire D (SAQ-D) has been submitted upon request. The Merchant shall be solely responsible for any Card data storage, including any security incidents, data breaches, or non-compliance arising therefrom.
PagBrasil represents and warrants that it holds the PCI DSS certification to protect End Customer’s Card data.
3.10. Card Chargebacks
Cardholders are entitled to request Chargebacks from the Card-issuing institution, in accordance with the rules established by the respective Card schemes. The primary reasons for Cardholders to request Chargebacks include commercial disagreements – such as when the End Customer claims that the Products and Services were not delivered, were delivered late, or were defective – as well as instances of fraud.
If the Merchant processes Card Transactions through PagBrasil, with or without the implementation of 3DS, any amounts arising from Chargebacks, regardless of their reason or grounds, shall be the sole and exclusive responsibility of the Merchant, and PagBrasil shall solely process the corresponding amounts. In such cases, whenever a Chargeback arises from a Merchant Transaction, the corresponding amount shall be deducted from the Net Payout Amount or from the Reserve, and PagBrasil shall charge a Card Chargeback Fee as defined in the Agreement.
The Merchant shall ensure the CTR does not exceed 0.9% (zero point nine percent) for Visa Transactions and 1% (one percent) for Transactions for any other Card brand. If the CTR exceeds the defined thresholds and the total number of Card Chargebacks exceeds five (5), PagBrasil may charge the Merchant an additional Fee for excess Chargebacks as provided in the Agreement.
In addition, if the Merchant incurs an excessive number of Chargebacks related to Card Transactions, PagBrasil reserves the right, at its sole discretion, to withhold amounts equivalent to any penalties or fines imposed by Card schemes and acquirers, either in advance or by charging the Merchant directly if there are insufficient funds in the Merchant Account.
The Merchant shall be responsible for implementing and maintaining effective Chargeback prevention measures, including, but not limited to, practices for verifying the authenticity of Transactions and ensuring strict compliance with the agreements made with End Customers, with the goal of reducing the risk of commercial disagreements and fraud.
3.11. Special Return Mechanism and Other Forms of Pix Transaction Reversals
In accordance with the regulations of the Central Bank of Brazil, the Pix payment scheme provides for the Special Return Mechanism (Mecanismo Especial de Devolução – MED), a controlled procedure defined by the participating institutions under strict regulatory guidelines. This mechanism allows for the reversal of transferred amounts in specific circumstances, such as suspected fraud or operational error. Accordingly, End Customers who make payments using the Pix Payment Method have the legal right to request refunds through MED or other forms of Pix Transaction reversal mechanisms, in accordance with applicable regulations.
In this context, the Merchant acknowledges and agrees that PagBrasil may deduct from the Merchant Account the Transaction Amount related to refunds requested by the End Customer in the following cases:
a. When there is an inconsistency between the payment instruction and the authorization granted by the End Customer;
b. When the payment instruction was submitted without a legitimate, valid, and effective authorization from the End Customer;
c. When the reversal is based on any other grounds permitted under applicable regulations.
3.12. Fraud Control and PagShield
PagBrasil offers a fraud prevention solution called PagShield. The Merchant shall implement and activate PagShield, when applicable, in accordance with the instructions provided in the Merchant Guide PagShield, as made available on the PagBrasil Dashboard. The Merchant shall be solely responsible for correctly configuring PagShield’s parameters. PagBrasil shall have no obligation to review or monitor the fraud controls established by the Merchant. However, if PagBrasil, at its sole discretion, determines that the Merchant’s configuration increases fraud risk, PagBrasil reserves the right to adjust the fraud control settings on the Merchant Account. Depending on the integration solution adopted, the use of PagShield may require the Transaction to undergo a pre-authorization before the fraud analysis is performed.
If a Transaction is flagged for manual review by PagShield, the Merchant shall perform a thorough fraud analysis before approving it, in accordance with the instructions provided in the Merchant Guide PagShield, unless the Merchant has subscribed to the PagShield Premium solution.
The use of PagShield is subject to Fees defined in the Agreement.
The PagShield solution does not guarantee complete protection against fraud, Chargebacks, or penalties that may occur. The Merchant remains solely responsible for these liabilities under the Agreement.
Contracting PagShield does not exempt the Merchant from paying the Fees and other costs related to Refunds and Chargebacks as defined in the Agreement.
The Merchant may subscribe to the PagShield Premium solution, subject to the Fees defined in the Agreement, should the Merchant require manual review services for Transactions and Chargeback recovery attempts. The Merchant acknowledges that manual reviews and recovery attempts performed under the PagShield Premium service are conducted on a best-efforts basis and do not relieve the Merchant of its responsibilities as stated above, even when Transactions are reviewed and approved by the PagShield Premium solution.
The Merchant may also subscribe to the PagShield Premium On-Demand solution, through which it can request manual review services for selected Transactions at its discretion, subject to the Fees defined in the Agreement. The Merchant acknowledges that manual reviews conducted by the PagShield Premium On-Demand service are performed on a best-efforts basis and do not relieve the Merchant of its responsibilities as stated above, even when Transactions are reviewed and approved by the PagShield Premium On-Demand solution.
3.13. PagStream® and Recurring Payments
If the Merchant elects to use, and is approved in accordance with PagBrasil’s eligibility criteria, it may subscribe to PagStream®, PagBrasil’s recurring payment management service, subject to the Fees established in the Agreement.
Alternatively, the Merchant may process recurring payments through its own integration and technology, without using PagStream®. In such cases, the Merchant shall clearly inform the End Customer that the payment data provided will be securely stored for future charges and that the End Customer may request the cancellation of future charges at any time, with such notice clearly displayed in the checkout form.
In the event of subscription migration from third-party systems to PagStream®, or vice versa, PagBrasil may charge a Fee for the subscription data migration service. Such Fee shall be calculated based on the number of subscriptions involved, the complexity of the process, and the level of urgency requested by the Merchant.
When offering services that involve recurring payments, the Merchant shall ensure the End Customer is duly informed of the amounts charged and the frequency of such charges, and that recurring payment instructions are submitted only with the End Customer’s valid and current consent.
3.14. Refunds
The Merchant may request Refunds for End Customers through the PagBrasil Platform. The Fees defined in the Agreement shall apply whenever Refunds are processed via the PagBrasil Platform.
Pursuant to Article 49 of the Brazilian Consumer Protection Code (Law No. 8,078), the End Customer has the right to request a Refund of the Transaction Amount from the date of payment until seven (7) days after receiving the Products and Services, provided that the purchase was made outside the Merchant’s commercial premises (the “Right of Withdrawal”).
The Merchant acknowledges that PagBrasil may partially or fully refund the Transaction Amount to the End Customer, in addition to the other scenarios specified in the Agreement, when (i) the Merchant requests the Refund, and/or (ii) the Merchant offers illegal Products and Services or included in the List of Restricted and Prohibited Products and Services. In such cases, and when a Refund is requested by the End Customer exercising their Right of Withdrawal as described above, PagBrasil reserves the right to charge the Merchant the applicable Fees as defined in the Agreement.
3.15. Transaction Risk Management
In the event that indications or evidence of fraud, an excessive number of disputes, via MED or any other channel, complaints, Refunds, or Transaction Chargebacks are identified and, at PagBrasil’s sole discretion, represent an operational, financial, or reputational risk, PagBrasil may take the necessary measures to mitigate such risks, including, but not limited to: (i) suspending or blocking the Merchant, either with respect to the use of the Payment Method(s) related to the aforementioned occurrences or with the use of the Services, depending on the severity of the identified risk; (ii) withholding Transaction Amounts; and/or (iii) terminating the Agreement in accordance with Clause 8.3.
3.16. PagBrasil Dashboard and Integration
When accessing the PagBrasil Dashboard, the Merchant shall define a unique secret phrase and an HMAC-MD5 key per Merchant Account and shall be solely responsible for maintaining its confidentiality and safekeeping. The secret phrase serves as a password that authorizes each electronic exchange of data between the Merchant’s Platform and the PagBrasil Platform.
The Integration Manuals available at https://pbdocs.pagbrasil.com form an integral part of the Agreement. The Merchant shall not distribute, disclose, publish, share, or otherwise make these materials or the corresponding URL available to any third party, except as expressly authorized under the Agreement. The Merchant shall be responsible for keeping up to date with the latest versions of PagBrasil’s integration manuals, regardless of whether specific notice of updates is provided.
3.17. Payout Services
If the Payout Service is subscribed to or contracted by the Merchant, the Merchant hereby authorizes PagBrasil to transfer funds to the bank or payment accounts of its Suppliers, in accordance with the applicable laws, and regulations, and subject to the conditions set forth in the Agreement.
As a condition precedent to the inclusion of any Supplier as a payee under this Agreement, the Merchant shall provide PagBrasil, prior to the execution of this Agreement or any applicable amendment, with all necessary, accurate, and complete documentation related to such Supplier, in order to enable PagBrasil to conduct its compliance, fraud prevention, AML/FT, and foreign exchange due diligence, including the assessment of the legitimacy of the underlying commercial relationship between the Merchant and the Supplier.
The documentation to be provided by the Merchant may include, without limitation:
a. A formal agreement for the provision of services or the supply of goods entered into between the Merchant and the Supplier;
b. Copies of corporate and identification documents of the Supplier and its legal representatives;
c. Proof of address and evidence of the Supplier’s tax and regulatory compliance;
d. Any additional documents or information that PagBrasil may reasonably require to identify the services rendered and verify the legitimacy of the commercial relationship.
Only Suppliers that (i) are legal entities duly incorporated under Brazilian law and registered under a valid CNPJ, (ii) have been duly reviewed and approved by PagBrasil’s compliance area, and (iii) are expressly identified in the Agreement as fixed payees directly related to the services underlying the payment processing contracted by the Merchant, shall be eligible to receive payouts through the Payout Service.
The inclusion of additional Suppliers after the execution of the Agreement shall be subject to prior compliance review and approval by PagBrasil and shall require the execution of a contractual amendment reflecting such inclusion.
All approved Suppliers shall remain subject to PagBrasil’s ongoing compliance, fraud prevention, and AML/FT monitoring throughout the term of the Agreement. PagBrasil may, at its sole discretion, request additional documentation or information at any time, reassess previously granted approvals, and suspend, restrict, or exclude any Supplier from the Payout Service if deemed necessary to ensure continued compliance with applicable laws, regulations, or internal policies.
Transfers shall not be permitted to Suppliers that share, directly or indirectly, common shareholders, partners, or controlling parties with the Merchant or with any cross-border contracting entity related to the Merchant.
For cross-border transactions, payouts to domestic Suppliers shall be subject to applicable foreign exchange regulations and shall not exceed the equivalent of USD 10,000.00 (ten thousand U.S. dollars) per week, per Supplier.
Transfers to a Supplier shall only be carried out if the Supplier remains duly approved and identified in the Agreement and if the documentation and information provided are, at PagBrasil’s sole discretion, sufficient to fulfill its due diligence obligations. PagBrasil reserves the right, at its sole discretion, to approve or reject any payout request.
The Merchant acknowledges that the execution of international remittances constitutes the primary object of the Agreement. The use of the Payout Service shall not recharacterize the nature of the Services contracted herein, and the allocation of part of the Transaction Amounts to Suppliers shall occur solely as an ancillary operational flow, without prejudice to the international remittance to the Merchant’s bank account specified in the KYC Form.
3.18. Training
PagBrasil offers one (1) complimentary live training session for each of the following solutions: PagBrasil Dashboard, PagShield, PagStream®, and Settlement Reports. Any additional training sessions that may eventually be provided by PagBrasil shall follow the same rule.
If the Merchant requests extra training sessions, such sessions may be subject to applicable Fees, which shall be deducted from the Merchant Account. PagBrasil shall notify the Merchant of the applicable Fee prior to scheduling any additional training session.
4. Pricing and Billing
When the Merchant uses the Intermediation Services and the Payout Service, PagBrasil is entitled to charge the Fees defined in the Agreement, either directly or indirectly through an Affiliate of PagBrasil. Such Fees shall be deducted from the total Transaction Amounts during the applicable Payment Period. If the Merchant Account has a negative balance, PagBrasil may collect the outstanding amount from the Merchant through the methods specified in the Agreement.
PagBrasil shall charge the following Fees, without prejudice to additional Fees set forth in the Merchant’s contracts for other Services.
4.1. Processing Fees
PagBrasil shall charge processing Fees on all Transactions successfully processed. These Fees are defined per Payment Method and consist of a Gateway Fee and a Variable Fee, as specified in the Agreement.
The Variable Processing Fees shall be automatically updated within ten (10) days after the beginning of each calendar quarter, based on the actual processed volume (i.e., the average monthly revenue of the previous quarter).
4.2. Credit Card Transaction Anticipation
The Merchant shall be charged Fees for the anticipation of the settlement of amounts collected by credit Card transactions, as provided in the Agreement. In such case, the Transaction Amount may be paid by the End Customer either in a single payment or, where offered by the Merchant, in monthly installments, and the Net Payout Amount corresponding to such Credit Card Transactions shall be anticipated to the Merchant in a single transfer on the date scheduled for the next remittance.
4.3. Setup Fee
A Setup Fee shall be charged for onboarding the Merchant onto the PagBrasil Platform, including system integration, user training, and any related activities required to enable the Merchant to operate through PagBrasil’s systems and solutions.
4.4. Maintenance Minimum Fee
PagBrasil shall charge a maintenance minimum fee per Merchant Account, as specified in the Agreement. If the monthly Processing Fees do not reach this minimum amount, the difference shall be charged to the Merchant. This Fee shall apply as of the effective date defined in the Agreement. If the Merchant terminates the Agreement or deactivates the PagBrasil Platform during the initial period in which the Maintenance Minimum Fee has not yet become applicable, the closing Fee specified in the Agreement shall be charged.
The maintenance minimum Fee shall be waived from the month following the moment the Merchant requests that the account be placed in Frozen Mode.
4.5. PagBrasil Platform Usage Fees
PagBrasil shall charge Fees for the use of PagBrasil’s platform-based integration solutions (e.g. Shopify, WooCommerce, Salesforce Commerce Cloud) for Transactions successfully processed through the Services.
4.6. Refund and Chargeback Fees
PagBrasil shall charge Fees for Refunds and Chargebacks processed via the PagBrasil Platform. The Fees originally charged for Transactions that are later reimbursed to the End Customer through Chargeback or Refund shall not be credited or reimbursed to the Merchant.
4.7. PagStream® Maintenance Minimum Fee
The PagStream® maintenance minimum Fee shall be charged upon the activation of PagStream® on the Merchant’s Platform. If the monthly transaction volume does not generate Fees equal or greater than the maintenance minimum Fee, the difference shall be charged to the Merchant.
4.8. Payout Fees
Payout Fees shall be charged if the Merchant subscribes to or contracts the Payout Service. These Fees shall apply exclusively to the amounts transferred to Suppliers.
4.9. Pass-through Card Scheme Fees
Card schemes and/or Card acquirers may, at their sole discretion, impose penalties, fines, assessments or additional fees related to the Merchant’s operation or use of the Card Payment Method. PagBrasil reserves the right to pass through any such amounts, together with applicable taxes, to the Merchant. PagBrasil may do so by requesting advance payment, directly debiting the Merchant Account (subject to sufficient available funds), or using any other applicable collection method.
4.10. Monetary Adjustment
PagBrasil may adjust the gateway and other fixed Fees on an annual basis. Such adjustments shall occur in January of each year and shall be based on the IPCA/IBGE (Extended Consumer Price Index published by the Brazilian Institute of Geography and Statistics) for the period from January to December of the year preceding the adjustment, or any other index that may replace it.
4.11. Fees Review
PagBrasil’s Fees are calculated based on rates set by financial and payment institutions or on monetary policies, such as the Selic rate (the base interest rate set by the Central Bank of Brazil), and on rates charged by Card acquirers, banks, or Pix participants (direct or indirect). These institutions often change their rates without reasonable prior notice.
Therefore, PagBrasil reserves the right to adjust its Fees proportionally at any time in the event of changes to the legal or tax framework applicable to the Agreement, the Selic rate, or the rates imposed by Card acquirers, banks, or Pix participants.
Additionally, taxes applicable to the Services may be reviewed and adjusted in the event of changes in applicable tax legislation or in its interpretation by the competent authorities.
PagBrasil shall inform the Merchant, as soon as reasonably practicable, of any changes to the Fees and their effective date, and shall provide clear details of the new conditions that may affect the applicable Fees.
5. Receipt and Transfer of Values
5.1. End Customer Payment Collection Process
Upon receiving confirmation of a Transaction request from the Merchant, PagBrasil shall collect the Transaction Amount, including any applicable Brazilian taxes, from the End Customer through the corresponding Payment Method.
PagBrasil shall confirm the payment to the Merchant through the PagBrasil Platform as soon as the payment has been confirmed by the relevant payment schemes, Card acquirers, payment institutions, or financial institutions, or once the funds have been received by PagBrasil.
5.2. Transfer to the Merchant
PagBrasil shall transfer the Net Payout Amount, less the Reserve, to the Merchant, either directly or through one of its Affiliates, on the Transfer Date. Transfers shall be made in the currency specified in the Agreement via international wire transfer (SWIFT instruction: SHA) by PagBrasil or any of its Affiliates to the bank account previously indicated in the KYC Form.
The Merchant shall have sole responsibility and discretion in selecting the settlement bank institution, which may be changed at any time by updating the KYC Form.
PagBrasil shall not be liable for any failure of the Merchant to receive the Net Payout Amount due to actions or omissions of third parties, including but not limited to errors, delays, or interruptions in the payment processing systems of banks, financial institutions, or other payment processors, or due to judicial or regulatory actions, such as court orders, account freezes, or enforcement measures issued by authorities. If the Merchant fails to receive the Net Payout Amount, PagBrasil shall use reasonable efforts to assist the Merchant in recovering the payment from the relevant third party. However, PagBrasil shall have no obligation to guarantee or ensure such payment in any manner.
PagBrasil shall convert the Net Payout Amount to be transferred to the Merchant into the currency defined in the Agreement. The exchange rate shall be determined on the specific date and in accordance with the Settlement Frequency set forth in the Agreement, based on the official daily interbank rate (“Cambio intermediário 11:00h venda”) published by the Banco Central do Brasil (www.bcb.gov.br), plus the Spread established in the Agreement.
PagBrasil reserves the right, at its sole discretion, to transfer the collected funds to the Merchant either directly or through one of its Affiliates, and to retain the Reserve either in BRL with PagBrasil or in the agreed currency with one of its Affiliates.
5.3. Settlement Terms
The Settlement Frequency of the Net Payout Amount is specified below and is subject to the Fees and commercial conditions defined in the Agreement.
Settlement Frequency: Monthly – one (1) per month
Payment Period: The Payment Period starts on the first calendar day of a month and ends on the last calendar day of that month.
Currency Exchange Date: The fourteenth (14th) calendar day of each month, or, if such day is not a bank business day in Porto Alegre, Brazil, the immediately following bank business day.
Transfer Date: The transfer shall be made within five (5) bank business days after the currency exchange date.
Settlement Frequency: Bimonthly – two (2) per month
Payment Period: A Payment Period starts on the day following the last day of the previous Payment Period and ends D-3 prior to the applicable Currency Exchange Date defined below.
Currency Exchange Date: The fourteenth (14th) calendar day of each month and the last calendar day of each month (28th, 29th, 30th or 31st), or, if any such day is not a bank business day in Porto Alegre, Brazil, the immediately following bank business day.
Transfer Date: The transfer shall be made within five (5) bank business days after the currency exchange date.
Settlement Frequency: Four (4) per month
Payment Period: A Payment Period starts on the day following the last day of the previous Payment Period and ends D-3 prior to the applicable Currency Exchange Date defined below.
Currency Exchange Date: The seventh (7th), fourteenth (14th), and twenty-first (21st) calendar days of each month, and the last calendar day of each month (as applicable, the 28th, 29th, 30th, or 31st), or, if any such day is not a bank business day in Porto Alegre, Brazil, the immediately following bank business day.
Transfer Date: The transfer shall be made within five (5) bank business days after the currency exchange date.
5.4. Minimum Transfer Amount
The Minimum Transfer Amount is defined in the Agreement. If the Net Payout Amount for a given Payment Period does not meet the Minimum Transfer Amount, the outstanding balance shall be retained by PagBrasil or any of its Affiliates and carried forward until the Net Payout Amount reaches the Minimum Transfer Amount in a subsequent Payment Period.
5.5. Reserve
PagBrasil shall maintain a rolling Reserve at the percentage defined in the Agreement. The Reserve shall be calculated and updated at each Settlement Frequency based on the highest value obtained from the following calculations:
a. the total amount of payments received over the last thirty (30) days; or
b. the monthly average amount of payments received over the last one hundred and eighty (180) days, considering only the days on which payments were received; or
c. the total amount of payments received over the last one hundred and eighty (180) days, if fewer than thirty (30) days with payments occurred during that period.
At each Settlement Frequency, the Reserve retained from the previous settlement shall be released, and a new Reserve, calculated based on the current period, shall be retained. If no transfer of funds occurs during a specific period because the Net Payout Amount is less than the Minimum Transfer Amount, the Reserve shall remain retained until the Minimum Transfer Amount is reached.
After the first three (3) months of operation, the Parties may agree to adjust the Reserve percentage following an analysis of the volume of Refunds processed and Chargebacks incurred by the Merchant.
5.6. Negative Balance
If the sum of the Net Payout Amount and the Reserve withheld from the previous settlement is less than the Reserve calculated for the current period, or if the Merchant Account reflects a negative balance, the Merchant shall reimburse or transfer the difference to PagBrasil within ten (10) calendar days following the end of the relevant Payment Period.
5.7. Fund Compensation
If a Merchant Account reflects a negative balance and the Merchant maintains additional PagBrasil Merchant Accounts, PagBrasil may, without prior notice to the Merchant, offset such negative balance against any positive balance or funds held in such other Merchant Accounts.
5.8. Occasional Anticipation of Transfers
The Merchant may request to receive the Net Payout Amount prior to the Settlement Frequency specified in the Agreement. In such cases, the Merchant may submit the anticipation request directly to its account manager, which shall be subject to approval or rejection by PagBrasil, at its sole discretion.
If approved, the anticipation transfer shall be subject to anticipation Fees and a handling Fee, both of which shall be deducted from the anticipated Net Payout Amount. PagBrasil shall inform the applicable anticipation conditions by email to the Merchant’s representative identified in the KYC Form for approval by email. Once approved in writing by the Merchant, the Net Payout Amount shall be transferred to the Merchant’s bank account indicated in the KYC Form.
5.9. Payment Retention
In addition to other cases set forth in the Agreement, PagBrasil and its Affiliates may withhold payments from End Customers to the Merchant if PagBrasil, acting reasonably and in good faith, suspects or confirms the occurrence of fraud, any unlawful activity by the Merchant involving the use of PagBrasil’s Services, or any breach of the Agreement. PagBrasil shall make commercially reasonable efforts to notify the Merchant prior to suspending transfers, unless (i) such notification is prohibited by applicable law or regulation, or (ii) providing such notice could interfere with the investigation or identification of any irregularities or could reasonably be expected to cause harm to PagBrasil or third parties.
The withheld amounts shall be released in accordance with the terms of the Agreement once the underlying reason for withholding has been resolved, or at PagBrasil’s discretion. If the matter is not resolved, PagBrasil may, at its discretion, issue Refunds to the affected End Customers.
5.10. Penalty for Delay in Delivery of Products and Services
PagBrasil may be exposed to penalties or liabilities arising from the Merchant’s failure to deliver Products and Services, whether due to claims filed by End Customers or sanctions imposed by acquirers, financial institutions, or payment institutions. Therefore, PagBrasil reserves the right to impose on the Merchant a penalty equal to twenty percent (20%) of the respective Transaction Amounts if more than thirty percent (30%) of the Products and Services are delivered to End Customers after a period exceeding twice the delivery timeframe defined by the Merchant at the time of purchase, or if the End Customer fails to receive them within that timeframe. This penalty shall not apply if the delay is demonstrated to be beyond the Merchant’s reasonable control and the Merchant has made all commercially reasonable efforts to prevent or remedy such delay.
5.11. Settlement Report
PagBrasil shall prepare and make available the Settlement Report on the PagBrasil Dashboard in accordance with the Settlement Frequency and within five (5) days following the last day of each Payment Period.
The Merchant is responsible for reviewing the Settlement Report and may raise any objections or request clarifications within thirty (30) days from the date of its issuance. PagBrasil shall not be liable for any errors, incidents, discrepancies, or requested adjustments reported by the Merchant after the aforementioned period.
5.12. Applicable Conditions for the Payout Service
If the Merchant subscribes to or contracts the Payout Service, the receipt, allocation, and transfer of funds shall occur in accordance with the conditions set forth in Section 5 above, except as otherwise provided below:
5.12.1 Amount Transfer Flow to the Payout Account
PagBrasil shall transfer the Transaction Amount, less PagBrasil’s applicable Fees, to the Payout Account on the Eligible Settlement Date.
5.12.2. Amount Transfer Flow to Suppliers
The Merchant shall request the transfer of funds to Suppliers via API or through the PagBrasil Dashboard, specifying the amount to be allocated to each Supplier. Only Suppliers that have been previously approved by PagBrasil and are expressly identified in the Agreement as authorized payees shall be eligible to receive such transfers. The Merchant shall be solely responsible for calculating and deducting, as applicable, any processed Refunds, incurred Chargebacks, and the Payout Fees, as defined in the Agreement, from the amounts to be transferred to each Supplier.
Upon receipt of a valid transfer request, and provided that all applicable compliance, operational, regulatory, and foreign exchange requirements are satisfied, PagBrasil shall transfer the requested amounts to the respective Supplier within three (3) business days. Such transfers shall strictly observe all applicable limits, including those related to cross-border transactions, which shall not exceed the equivalent of USD 10,000.00 (ten thousand U.S. dollars) per week, per Supplier.
The Merchant shall provide the relevant bank or digital account details for each Supplier through the same channels used to submit the transfer request and shall be solely and exclusively responsible for the accuracy, completeness, and validity of such information. PagBrasil shall not be responsible for verifying such information and shall not be liable for any delays, losses, failed transfers, or errors arising from incorrect, incomplete, or outdated information provided by the Merchant.
5.12.3. Amount Transfer Flow to the Merchant
If the Merchant wishes to receive funds in its own bank account, it shall request such transfer through the PagBrasil Dashboard. The funds shall then be transferred from the Payout Account to the Merchant Account.
The transfer of the amounts shall be made in the currency defined in the Agreement via international wire transfer (SWIFT instruction: SHA) by PagBrasil or any of its Affiliates, in accordance with the Settlement Frequency, to the Merchant’s bank account previously indicated in the KYC Form.
5.12.4. PagBrasil’s Disclaimer of Liability
PagBrasil is not a party to, and shall have no responsibility for, the contractual relationship between the Merchant and any Supplier, and does not act as agent, representative, trustee, or fiduciary of the Merchant in connection with such relationships. Accordingly, the Merchant remains solely and exclusively responsible for initiating transfer requests via API or through the PagBrasil Dashboard, and for fulfilling any obligations arising from or related to its relationship with the Suppliers. PagBrasil shall not be liable for any disputes, failures in performance, errors, claims or losses arising from or in connection with such relationships.
5.12.5. Reserve
If the Payout Service is contracted, the Reserve shall be maintained within the Payout Account.
5.12.6. Minimum Fee
The Payout Service shall be subject to the minimum fee as defined in the Agreement. Such minimum fee shall be waived during the first three (3) months following the commencement of the Merchant’s Payout operations.
5.12.7. Payment Retention
In addition to other cases set forth in the Agreement, PagBrasil may withhold payments to the Merchant or transfers to Suppliers if the total amount to be transferred to the Suppliers exceeds the available balance in the Payout Account. Under no circumstances shall PagBrasil be obligated to advance, pre-fund or otherwise supplement funds to cover such transfers.
6. Liability
6.1. Risk Allocation
The provisions of the Agreement have been established based on a mutual allocation of risks between the Parties. This allocation of risk is reflected in the price of the Fees offered to the Merchant.
6.2. PagBrasil Platform and Service Availability
PagBrasil undertakes to implement all technical and operational measures within its control to maintain the proper functionality of the PagBrasil Platform and the continuity of its Services. PagBrasil shall use commercially reasonable efforts to ensure the availability and quality of the Services provided.
However, the PagBrasil Platform and Services may be subject to interruptions, delays, or failures due to circumstances beyond PagBrasil’s reasonable control, including but not limited to errors, outages, or disruptions caused by financial institutions, payment institutions, card schemes, or acquirers.
Accordingly, PagBrasil’s liability shall be limited to proven direct damages arising from the Services and caused exclusively by PagBrasil’s willful misconduct or gross negligence.
6.3. Exclusion of Liability
PagBrasil and its Affiliates shall not, under any circumstances, be liable for:
Indirect or Consequential Damages: Any indirect, incidental, special, punitive, or consequential losses or damages, including, but not limited to, expenses, loss of profits, revenue, business interruption, data loss, or any other claims arising from potential failures, maintenance, or other instabilities in the Merchant’s systems or those of third parties. Such damages shall not be recoverable, even if the possibility of such losses was known or could reasonably have been foreseen.
External Failures: Any loss or damage arising from failures of internet infrastructure, cyberattacks, malware, computer viruses, connection interruptions, third-party actions, natural disasters, or any other events beyond PagBrasil’s reasonable control.
Misuse of the Platform: Any loss or damage resulting from misuse, unauthorized use, or use of the PagBrasil Platform in a manner inconsistent with the instructions or documentation provided by PagBrasil.
6.4. Responsibility for Products and Services
The Merchant is solely and fully responsible for the Products and Services provided to End Customers, including, but not limited to, any discrepancies in Prices, delivery timelines, product guarantees, or warranties, and any failure of such Products and Services to comply with Brazilian or applicable local law, or with PagBrasil’s compliance guidelines.
6.5. Force Majeure
A Party shall not be liable for any failure or delay in performing its obligations under the Agreement if such failure or delay is caused by an event of force majeure, including, but not limited to, an Act of God (e.g., fire, flood, epidemic, pandemic, or earthquake); war, terrorism, or acts of terrorism (including chemical or biological warfare); governmental acts, orders, or restrictions; failures or disruptions in third-party infrastructure or systems; or any other unforeseeable or unavoidable event beyond the affected Party’s reasonable control.
This provision shall apply provided that such event is not caused by negligence, intentional misconduct, or willful default of the affected Party, and that the affected Party has exercised all commercially reasonable efforts to avoid or mitigate the effects of such event.
In such cases, and upon providing prompt written notice to the other Party, the affected Party shall be excused from performance to the extent that such performance is prevented, restricted, or impaired by the force majeure event.
7. Indemnification
7.1. Indemnification Obligation
For clarification purposes, a Party’s obligation to indemnify the other Party includes any and all claims, losses, damages, expenses, or liabilities, including, without limitation, attorneys’ fees, court costs, professional fees, penalties, and any other direct damages or expenses arising therefrom.
7.2. Mutual Indemnification
In the event of a breach of contractual or legal obligations, the breaching Party shall indemnify, defend, and hold harmless the aggrieved Party from and against any and all claims, losses, damages, liabilities, costs, or expenses, particularly those arising from:
(i) any breach of the representations, warranties, or covenants set forth in the Agreement;
(ii) any violation of, or non-compliance with, applicable data protection or privacy laws; and
(iii) any actual or alleged infringement, misappropriation, or violation of any third-party intellectual property rights, including, but not limited to, patents, trademarks, copyrights, trade secrets, data protection rights, or any other applicable laws or provisions of the Agreement.
7.3. Indemnification for Unauthorized Use of PagBrasil’s Systems
In the event that the Merchant accesses the PagBrasil Dashboard or uses the PagBrasil Platform or Services in an improper, unlawful, or unauthorized manner, in violation of the Agreement or any instructions, policies, or technical documentation provided by PagBrasil, the Merchant shall indemnify, defend, and hold harmless PagBrasil from and against any and all resulting losses, damages, liabilities, costs, or expenses, including reasonable attorneys’ fees.
7.4. Indemnification related to Products and Services
Given the Merchant’s responsibility for the Products and Services, the Merchant shall indemnify, defend, and hold harmless PagBrasil from and against any and all claims, losses, damages, liabilities, costs, or expenses brought by End Customers against PagBrasil arising from and related to any warranty, conformity, safety, quality, ownership, liability, or negligence issues, or from any actual or alleged infringement related to the Products and Services provided by the Merchant.
Similarly, the Merchant shall indemnify, defend and hold harmless PagBrasil from and against any claims, actions, or complaints related to the purchase operations carried out by End Customers concerning the Products and Services provided by the Merchant, including but not limited to Refunds that were not processed, were improperly processed, or were processed in error by the Merchant.
If PagBrasil becomes subject to any lawsuit, administrative proceeding, or investigation filed by End Customers seeking remedies concerning the above-mentioned events, PagBrasil shall promptly notify the Merchant and may designate a Brazilian attorney to assume its defense.
The Merchant shall be liable for all Fees and costs, including, but not limited to, those indicated at the link, which may be updated in accordance with Clause 4.11.
Such costs and expenses shall be deducted from the Merchant Accounts, or, if there are insufficient funds available, the Merchant shall reimburse PagBrasil within ten (10) calendar days from the date of notification. Failure to pay within this period shall entitle PagBrasil to initiate legal proceedings to recover the outstanding amount, and the Merchant shall bear all related costs and expenses.
This Section shall survive the termination or expiration of the Agreement between PagBrasil and the Merchant.
7.5. Indemnification Related to Tax Liabilities
Each Party shall be solely responsible for, and shall duly pay, all taxes arising from or in connection with the transactions contemplated herein, and shall indemnify, defend, and hold harmless the other Party from and against any and all claims, liabilities, penalties, fines, or interest assessed by any tax authority in connection therewith.
The Merchant shall specifically indemnify, defend, and hold harmless PagBrasil from and against any and all claims, liabilities, or assessments related to tax obligations owed by the Merchant arising from or related to the Transactions set forth herein, including, but not limited to, PIS/COFINS, Import Tax, and ISS, as well as any related penalties, fines, or interest imposed by any competent tax authority.
8. Term and Termination of the Agreement
8.1. Duration and Termination of the Agreement
Unless otherwise expressly agreed, the Agreement shall remain in force for an initial term of twelve (12) months from the effective date specified in the Agreement and shall automatically renew for successive twelve (12)-month periods thereafter, unless terminated earlier in accordance with this Section.
Either Party may terminate the Agreement at any time by providing the other Party with at least three (3) months’ prior written notice. The notice of termination must be delivered no later than the last day of the month immediately preceding the start of the above-referenced notice period.
For the avoidance of doubt, merely disconnecting or deactivating the PagBrasil Platform shall not constitute valid termination of the Agreement. In such cases, all Fees, obligations, and liabilities set forth herein shall remain in full force and effect until proper termination is effected in accordance with this Section.
Termination by either Party pursuant to this Section shall not entitle the other Party to claim any damages, indemnities, or compensation, except as expressly provided in the Agreement.
8.2. Early Termination Without Notice
If a Party terminates the Agreement without observing the notice period stipulated above, it shall be subject to the payment of the early termination Fee defined in the Agreement.
8.3. Termination for Cause
In addition to any suspension or termination rights provided under the Agreement, either Party may immediately terminate the Agreement without prior notice in the following cases:
a. If either Party fails to respond within ten (10) business days to any emails sent to the email address indicated in the “Contact for Contract-Related Notifications” field of the KYC Form or in Clause 12.6.
b. If either Party becomes subject to insolvency or similar proceedings, including bankruptcy, liquidation, dissolution, court-supervised or out-of-court reorganization, attachment, assignment, or composition for the benefit of creditors, whether voluntary or involuntary.
c. If either Party becomes aware that the other Party is directly or indirectly involved in (i) any fraudulent or illegal activities; (ii) any violation of Brazilian or international laws, including, but not limited to, AML/FT violations, human or goods trafficking, acts of terrorism or their financing, or other unlawful conduct; or (iii) any other conduct that constitutes a material breach of the Agreement. In the case of a remediable breach of the Agreement, the non-breaching Party shall notify the breaching Party in writing through the notification means provided in these Terms and Conditions, granting fifteen (15) days to remedy the breach. If the violation is not remedied within such period, the non-breaching Party may immediately terminate the Agreement.
A remediable breach means any non-serious, unintentional, or negligent contractual violation that can be cured within the stipulated timeframe, expressly excluding security breaches, fraud, non-compliance with applicable laws and regulations, illegal or fraudulent activities, and any other violations specified in the Agreement as grounds for immediate termination.
PagBrasil may also immediately terminate the Agreement without prior notice in the following cases:
a. If the CTR exceeds the maximum thresholds described in these Terms and Conditions for three (3) consecutive calendar months, or exceeds one point five percent (1.5%) in a given calendar month with at least one hundred (100) successful Card
b. If any financial institution, regulatory authority, acquirer, and/or payment scheme, at its sole discretion and in accordance with its internal rules and regulations, cancels or revokes the registration or license granted to PagBrasil that is necessary to perform the purpose of the Agreement, or requires termination of the Agreement between the Merchant and PagBrasil.
c. If the Merchant fails to comply with the requirements necessary to fulfill the purpose of the Agreement, as approved by PagBrasil through its homologation process prior to the commencement of payment processing.
d. If the Merchant does not process Transactions for more than six (6) consecutive months. In this case, the early termination fee defined in the Agreement may apply.
e. If the Merchant offers or sells illegal or prohibited Products and Services, including those listed in the List of Restricted and Prohibited Products and Services.
f. If the Merchant Account has a negative balance, or if the Net Payout Amount plus the Reserve retained from the previous period is less than the current calculated Reserve, and the Merchant, after being notified, fails to reimburse the difference within five (5) calendar days.
g. If indications of fraud or an excessive volume of disputes, via MED or any other channel, complaints, Refunds, or Transaction Chargebacks are identified and, in PagBrasil’s sole discretion, represent an operational, financial, or reputational risk, pursuant to Clause 3.15.
The Merchant may terminate the Agreement immediately, without incurring any termination fee, if it does not agree with:
(i) any revised Fees presented by PagBrasil following a Fee review, as set forth in Clause 4.11; or
(ii) any modifications to these Terms and Conditions, provided that it notifies PagBrasil within thirty (30) calendar days from receipt of the respective notice, pursuant to Clause 12.1.
8.4. Frozen Mode
The Merchant may request the temporary suspension of the Merchant Account (“Frozen Mode”) for up to six (6) consecutive months, during which payment processing and fund transfers will remain deactivated. During this period, no minimum Fee shall be charged. PagBrasil may, at its sole discretion, refuse to place the account in Frozen Mode.
If payment processing is not resumed at the end of the frozen period, the Agreement may be automatically terminated without prior notice, and the early termination Fee set forth in the Agreement shall apply.
8.5. Notice of Intent to Terminate
Any notice of intent to terminate the Agreement shall be made in writing and sent to the other Party using the notification methods indicated in these Terms and Conditions.
8.6. Post-Termination Obligations
Upon termination of the Agreement, the Parties shall remain responsible for all Transactions already processed and for any continuing or surviving obligations, including those whose nature or purpose extends beyond the termination of the Agreement. Termination for cause shall not give rise to any right to claim damages, penalties, or indemnification by the other Party, unless otherwise expressly provided herein.
9. Final Reserve and Judicial and Administrative Procedures
9.1. Final Reserve
Upon the effective date of termination of the Agreement, the Merchant shall cease using PagBrasil’s Services, and no new Transactions shall be processed. However, liabilities may still arise after termination in connection with Refunds, Chargebacks, judicial or administrative proceedings, or other contractual or legal obligations (jointly referred to as “Liabilities”) related to the Merchant’s Products and Services.
To mitigate these risks, PagBrasil shall retain a Final Reserve for twelve (12) months following the termination of the Agreement, which shall be calculated based on the following criteria:
a. An amount equivalent to eight percent (8%) of the total value of successful payments completed during the six (6) months preceding the effective termination date of the Agreement, provided that the average percentage of Refunds and Chargebacks during the same period does not exceed four percent (4%); or
b. If the average percentage exceeds four percent (4%), an amount equivalent to twice the total value of Refunds and Chargebacks recorded during the six (6) months preceding the effective termination date of the Agreement; or
c. If there were no successful payments during such period, an amount equivalent to eight percent (8%) of the total value of successful payments processed during the last three (3) months in which Transactions occurred; or
d. If termination occurs after the Merchant Account has remained in Frozen Mode, pursuant to Clause 8.4, PagBrasil shall retain the entirety of the funds available in the Merchant Account as of the termination date.
The Final Reserve, as defined in this Section, shall replace the Reserve. The transfer of the Net Payout Amount plus the Reserve, minus the Final Reserve, shall be conducted in accordance with the provisions of the Agreement.
9.2. Negative or Insufficient Funds to Cover the Final Reserve
If the Merchant Account has a negative balance or contains insufficient funds to cover the Final Reserve, the Merchant shall reimburse PagBrasil for the outstanding balance within ten (10) calendar days following a written notification sent to the email address(es) indicated in the KYC Form.
9.3. Extension of the Final Reserve Retention
PagBrasil may retain the Final Reserve for more than twelve (12) months after the termination of the Agreement in the event of ongoing lawsuits, administrative proceedings, or other unresolved Liabilities arising from acts or omissions committed by the Merchant during the term of the Agreement, regardless of which Party is the defendant, in order to cover potential charges or indemnities.
Amounts retained for such purposes shall only be released once all claims have become res judicata, and the Merchant may then request the transfer of any remaining funds, less any amounts paid, court fees, procedural costs, attorneys’ fees, and other expenses arising under the Agreement.
9.4. Release of the Final Reserve
Following the Final Reserve retention period, and provided that no Liabilities remain pending, the Merchant may request PagBrasil to transfer the total retained amount, excluding any amounts used to cover Liabilities or other outstanding debts. At the time of such request, the Merchant shall confirm the bank account details for the transfer.
9.5. New Liabilities after the Release or Consumption of the Final Reserve
If any proceeding or Liability arises from acts or omissions committed by the Merchant during the term of the Agreement, and PagBrasil has already released or exhausted the Final Reserve, PagBrasil shall have the right to recover the outstanding amounts owed by the Merchant through any legally permissible means.
In such cases, the Merchant shall deposit the claimed amount related to such proceeding or Liability, together with any court fees, procedural costs, attorneys’ fees, and related expenses, into an account designated by PagBrasil within ten (10) calendar days of receiving a written notice sent through the communication channels customarily used during the term of the Agreement.
Failure to deposit the amount referred to in this Clause shall result in a contractual penalty of one percent (1%) per month on the outstanding amount.
9.6. Enforceability
The Merchant acknowledges and agrees that PagBrasil’s right to recover or claim the amounts described in this Section shall constitute an enforceable title under applicable law.
10. Confidentiality and Data Protection
10.1. Confidentiality
For the purposes of the Agreement, “Confidential Information” means any commercial, technical, operational, or financial information disclosed by either Party that, by its nature or content, should reasonably be understood to be confidential, even if not expressly marked as such.
Confidential Information includes, but is not limited to:
(i.) The terms of the Agreement;
(ii.) All information relating to the other Party;
(iii.) Products and Services;
(iv.) Individually identifiable data or information relating to End Customers;
(v.) Manuals, user guides, and any technical and operational documentation provided by PagBrasil; and
(vi.) Any other information disclosed by either Party in connection with the performance of the Services.
Confidential Information does not include information that:
(i) is or becomes publicly known through no breach of the Agreement;
(ii) is lawfully received from a third party not bound by confidentiality obligations;
(iii) was already in possession of the receiving Party prior to disclosure, without breach of any confidentiality obligation; or
(iv) was independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information.
Each Party shall take all necessary measures to protect the other Party’s Confidential Information and agrees to:
a. Disclose Confidential Information only to employees, agents, or representatives who require access to such information to fulfill the Party’s obligations or exercise its rights under the Agreement, and who are bound by confidentiality obligations at least as restrictive as those set forth herein; and
b. Refrain from disclosing Confidential Information to any third party without the prior written consent of the disclosing Party, except as expressly permitted under the Agreement or as required for the proper performance of the Services.
Notwithstanding the foregoing, the Parties may disclose Confidential Information:
(i) to their Affiliates for the purpose of executing or using the Services, provided that such Affiliates are subject to confidentiality obligations equivalent to those set forth herein; or
(ii) if required by applicable rules or regulations of the Central Bank of Brazil, financial and payment institutions, Card-issuing banks, and/or payment schemes; or
(iii) when required by applicable law, court order, governmental authority, or regulatory authority, provided that, when permitted, the receiving Party gives prior notice to the disclosing Party to allow it to seek protective measures.
As an exception to the foregoing, each Party authorizes the other Party to disclose the existence of the Agreement and to use the other Party’s name, logo, brand, website link, and non-sensitive performance data (such as improvements in conversion rates) for commercial reference purposes, including on websites, marketing materials, or communications with prospective clients or partners.
The Agreement supersedes and replaces any prior Non-Disclosure Agreements executed between the Parties.
10.2. Data Protection
Definitions. For the purposes of the Agreement, “personal data” means any information relating to an identified or identifiable natural person (the “Data Subject”), shared to fulfill the purposes set forth in the Agreement. “Processing” means any operation performed on personal data, such as collection, production, reception, classification, usage, access, reproduction, transmission, distribution, archival, storage, erasure, evaluation or control of information, modification, communication, transfer, dissemination, or extraction, carried out to fulfill the purposes of the Agreement.
The Data Controller shall be the Merchant, responsible for decisions regarding the processing of personal data. The Data Processor shall be PagBrasil, responsible for processing data on behalf of the Data Controller. All other definitions shall follow those established in the Brazilian General Data Protection Law (Lei Geral de Proteção de Dados – LGPD) and other applicable regulations.
Commitments. The Parties undertake the following commitments to ensure the adequate protection of the personal data shared by End Customers, which remains under the responsibility of the Merchant and must be accessed and processed by PagBrasil to provide the Services set forth in the Agreement.
The Parties commit to:
a. Adopt internal policies and governance practices to process all End Customers’ personal data in compliance with the Agreement, the Federal Constitution of Brazil, the Brazilian Consumer Protection Code (Law No. 8.078/1990), the Civil Code (Law No. 10.406/2015), the Brazilian Civil Rights Framework for the Internet (Law No. 12.965/2014) and its regulatory decree (Decree No. 8.771/2016), the Brazilian General Data Protection Law (Law No. 13.709/2018) and other applicable provisions and regulations.
b. Process the personal data shared by End Customers or the other Party strictly for the specific purpose and legal bases under which it was collected;
c. Inform End Customers, as Data Subjects, of their rights and how to exercise them;
d. Adopt appropriate technical and organizational security measures consistent with the nature of the data, the purpose of processing and the risks involved, to prevent incidents or damages resulting from the processing of personal data;
e. Maintain strict confidentiality of End Customers’ personal data, ensuring it is not sold, assigned, exchanged, or disclosed to any third party, except as expressly permitted under the Agreement;
f. Ensure that any third-party receiving data under the Agreement adhere to equivalent levels of data protection obligations;
g. Erase any unnecessary data that no longer meets the processing conditions communicated to End Customers and established in the Agreement;
h. Ensure that only authorized employees or collaborators have access to personal data on a strict “need-to-know” basis, and require them to comply with strict confidentiality obligations; and
i. Maintain a database containing only the information strictly necessary to execute the Agreement, comply with the applicable legal and regulatory obligations, and maintain an appropriate record of personal data processing activities.
The Merchant, as the Data Controller of End Customers personal data, commits to:
a. Collect and process personal data lawfully, according to the purposes disclosed to End Customers;
b. Inform End Customers, as Data Subjects, of all processing operations involving their personal data, including activities performed by PagBrasil as Data Processor, and transmissions to bank, payment or financial institutions, acquirers, and other partners necessary to provide the Services;
c. Provide End Customers’ personal data to PagBrasil, authorizing its processing in accordance with the purposes of the Agreement, and promptly notify PagBrasil of any changes to the data that may affect such processing.
PagBrasil, as the Data Processor of End Customers personal data, commits to:
a. Process personal data strictly in accordance with the Merchant’s instructions and solely for the purposes outlined in the Agreement; and
b. Promptly notify the Merchant upon becoming aware of any data breach or incident that may compromise the security or confidentiality of personal data processed on behalf of the Merchant.
Legal basis and purposes for processing personal data. The Parties undertake to process End Customers’ personal data appropriately and lawfully, collecting only the data strictly necessary to fulfill the purposes established by the Merchant, as Data Controller, in accordance with the LGPD and other applicable laws and regulations.
Under the Agreement, the Merchant transfers to PagBrasil, as the provider of the Services, End Customers’ personal data as required for the execution of the Agreement. The Merchant represents and warrants that the personal data shared has been collected and disclosed in compliance with the purposes communicated to End Customers at the time of collection.
To provide the Services, PagBrasil, as Data Processor, may process the End Customers’ personal data shared by the Merchant under the following legal bases:
a. Performance of a contract to which the Data Subject is a party (Article 7º, V, LGPD);
b. Compliance with legal and regulatory obligations (Article 7º, II, LGPD);
c. Credit protection (Article 7º, X, LGPD);
d. Exercise of regular rights in judicial, administrative, or arbitration proceedings (Article 7, VI, LGPD).
Based on the legal bases listed above, PagBrasil, as Data Processor, may process personal data for the following purposes:
a. Providing the payment processing Services, managing Refunds and Chargebacks, detecting and preventing fraud, sending transaction notifications, and contacting End Customers regarding transactions or any issues related to the Agreement, under the legal bases of performance of a contract to which the data subject is a party, compliance with legal and regulatory obligations, and credit protection;
b. Generating a prepaid payment account on behalf of the End Customer for cross-border Transactions when the Merchant is located outside Brazil and requires international funds transfers, under the legal bases of performance of a contract and compliance with legal and regulatory obligations; and
c. Handling End Customers’ complaints and service requests, under the legal bases of performance of a contract and compliance with legal and regulatory obligations.
Transfers of Data. The Merchant, as Data Controller, shall inform End Customers, as Data Subjects, about the transfer of their personal data to PagBrasil, payment schemes, banks, Card acquirers, and other payment and financial institutions under the Agreement, for the purposes of enabling payment processing and collection from End Customers through PagBrasil, as Data Processor, for the Products and Services sold by the Merchant, based on the legal basis of performance of a contract to which the data subject is a party, in compliance with Article 7º, V, of the LGPD (Law No. 13.709/2018).
The Merchant shall also inform End Customers of any transfers of personal data to anti-fraud service providers, for the purpose of complying with legal and regulatory obligations, particularly for fraud prevention (Article 7º, II, LGPD).
In addition, personal data may be shared for credit protection purposes (Article 7º, X, LGPD) and to comply with Resolution No. 10 of 19th November 2001, section II, of the Brazilian Financial Activities Control Council (COAF), the AML/FT legislation (especially Law No. 9,613/1998), Brazilian Anti-Corruption Law No. 12,846/2013, and any other anti-corruption legislation applicable to the Agreement, and other regulations (Article 7º, II, LGPD).
The Merchant shall also inform End Customers of any international transfers of personal data, which shall occur in compliance with the provisions established in the LGPD (Law No. 13.709/2018) and the ANPD Board Resolution No. 19/2024. Such international transfers shall be based on the legal basis of performance of a contract to which the Data Subject is a party (Articles 33, IX, and 7º, V, LGPD), for the purposes of payment processing and data storage.
All transferred data shall be protected by security and confidentiality measures ensuring a level of protection equivalent to that required under Brazilian law, appropriate to the nature of the data, the purposes of processing, and the associated risks.
Rights of the Data Subject. The Parties declare that they are fully prepared to comply with the rights of Data Subjects, particularly with respect to: (i) confirmation of the existence of personal data processing; (ii) access to the processed personal data; (iii) rectification of personal data; (iv) data portability to another service or product provider, upon express request by the Data Subject; (v) information regarding the processing of personal data; and (vi) anonymization, blocking, or erasure of unnecessary, excessive, or unlawfully processed personal data, except where the retention is necessary to comply with legal or regulatory obligations or for credit protection purposes.
The Parties further undertake to inform End Customers, as Data Subjects, of their rights in a dedicated section of their respective websites and to maintain a clear and accessible contact channel for the exercise of such rights.
Security measures. The Parties undertake to implement and maintain the following technical and organizational security measures in connection with the processing activities performed under the Agreement:
a. Adopt technical and administrative safeguards designed to protect personal data against unauthorized access and against unlawful or accidental destruction, loss, alteration, disclosure, or any other form of improper or unlawful processing;
b. Implement technical protections against interception, copying, modification, routing errors, and destruction of transmitted information;
c. Establish technical and internal policy procedures to ensure network security and to detect, prevent, and mitigate malicious applications (malware) transmitted through electronic communications;
d. Restrict access to personal data on a strict “need-to-know” basis only to authorized personnel, who shall be bound by strict confidentiality obligations;
e. Use cryptographic techniques, where appropriate, to ensure the confidentiality, integrity, and authenticity of the information; and
f. Provide regular staff training on data protection and information security policies.
Duration of personal data processing. The Parties declare that personal data shall be retained and processed only for the period necessary to fulfill the purposes for which it was collected, to ensure the full performance of the Agreement, to enable judicial, arbitration, or administrative defense, for credit protection purposes, or to comply with applicable legal and regulatory obligations.
11. AML/FT and Anti-Corruption Compliance
Harmful Acts against the Public Administration. The Parties and their subsidiaries, including their officers, managers, directors, employees, and any other persons acting on their behalf, as well as their agents or distributors, represent and warrant that they do not engage directly or indirectly, in any harmful or unlawful acts against national or foreign public administration authorities. This obligation follows Brazilian Law No. 12.846/2013 (which establishes the administrative and civil liability of legal entities for acts against the public administration) and any other applicable anti-corruption laws and regulations governing the Agreement.
AML/FT Compliance. The Merchant expressly acknowledges that PagBrasil is subject to applicable due diligence, reporting, and business relationship restrictions under Brazilian legislation governing AML/FT, particularly Brazilian Law No. 9.613/1998 (which addresses crimes related to laundering or the concealment of assets, rights and values, thus preventing the use of the financial system for illicit purposes), as well as other regulations applicable to the Agreement. In this context, PagBrasil shall: (a) identify its clients and maintain their registration data duly updated; (b) provide information as required by competent authorities; and (c) comply with the prohibition against maintaining business relationships with individuals or entities subject to legal or regulatory restrictions, among other obligations imposed by law.
Obligations. To enable PagBrasil to comply with its AML/FT due diligence obligations under Brazilian and international law, the Merchant expressly agrees that:
a. PagBrasil may request and obtain from the Merchant any information and documentation it deems necessary to properly identify the Merchant;
b. PagBrasil may request and obtain from the Merchant any information regarding its corporate structure and shall have the right to identify the ultimate beneficial owners prior to commencing any business relationship. For this purpose, the Merchant shall provide information on the natural person(s) on whose behalf the business relationship is established, or the natural person(s) who directly or indirectly own or control twenty-five percent (25%) or more of the Merchant’s capital or voting rights, or otherwise exercise effective control over its management; and
c. The Merchant shall complete, sign, and certify the KYC Form prior to initiating any Transaction, or whenever PagBrasil deems it necessary to update the information. The Parties agree that failure to complete, sign, or certify such documentation shall authorize PagBrasil to suspend or refrain from carrying out any Transaction until this obligation is fulfilled.
The Parties shall fully cooperate and promptly comply with any data requests from competent authorities for the purposes of preventing, detecting, or investigating AML/FT-related activities. Both Parties shall retain all information obtained through due diligence measures, as well as Transaction records, for a minimum period of five (5) years.
12. General Provisions
12.1. Modifications
PagBrasil may amend or update these Terms and Conditions at any time to address legal or regulatory changes, determinations issued by authorities or partners, the introduction of new services or payment methods, or to improve its internal processes and policies.
The Merchant shall be notified through the PagBrasil Dashboard whenever such modifications create new duties or obligations for the Merchant or represent a material change to these Terms and Conditions.
Such modifications shall take effect on the date of their publication on PagBrasil’s website or through any other communication channel made available to the Merchant. It shall be the sole responsibility of the Merchant to remain informed of and compliant with the most current version of these Terms and Conditions.
If a modification results in a material increase in costs or obligations for the Merchant, the Merchant may object in writing within thirty (30) calendar days from receipt of the notice of modification and request termination of the Agreement without incurring the termination fee, provided that PagBrasil is formally notified within such period. Continued use of the Services after such period shall constitute full and unconditional acceptance of the new terms.
Any amendments and modifications to the Agreement shall be made in writing and signed by the contracting Parties.
12.2. Assignment
The Merchant shall not assign, transfer, subcontract, grant access to, or sublicense the payment processing services provided by PagBrasil to any third party without PagBrasil’s prior written consent.
12.3. Entire Agreement
The Agreement, including its Annex(es), these Terms and Conditions and the List of Restricted and Prohibited Products and Services constitute the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, arrangements, understandings, rights, obligations, and liabilities between the Parties.
12.4. Expenses
Any expenses arising from the preparation, negotiation, or execution of the Agreement shall be borne individually by each Party, in accordance with its respective responsibilities.
12.5. Waiver of rights
No waiver of any right, power, or remedy under the Agreement shall be valid unless made in writing and signed by or on behalf of both Parties. Any failure or delay in exercising any right, power, or privilege under the Agreement shall not constitute a waiver thereof, nor shall any single or partial exercise of such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy.
12.6. Notices
Any notice, request, demand, or other communication under or in connection with the Agreement must be in writing and sent by email to PagBrasil at support@pagbrasil.com and to the designated Account Manager, and to the Merchant at the email address indicated as “Contact for contract-related notifications” in the KYC Form.
Such communications shall be deemed given and received upon successful transmission, provided no delivery failure notice is received by the sender. Either Party may update its notice email address by providing written notice to the other Party.
12.7. Severance
If any provision of the Agreement, or any part thereof, is held to be void, invalid, illegal, or unenforceable under any applicable law, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired in any way.
12.8. Parties’ representation
Each Party represents and warrants that the individuals executing the Agreement on its behalf possess the necessary powers, authority, and legal capacity to bind the Party for which they sign, and that any alleged lack of authority shall not be invoked to contest the enforceability of the Agreement.
Should any signatory cease to represent the respective Party, such event shall not affect the validity or enforceability of the Agreement. The signatories assume personal civil and criminal liability for any false or misleading representation made herein.
12.9. Services Provided by PagBrasil’s Affiliates
The Merchant acknowledges and agrees that the Services may be provided, in whole or in part, by PagBrasil’s Affiliates. In this regard, the Merchant authorizes PagBrasil to engage, on its behalf and for its account, the services of PagBrasil’s Affiliates, including, but not limited to, PagBrasil Tecnologia Instituição de Pagamento Ltda. (“PagBrasil Tecnologia IP”), enrolled with the CNPJ under No. 55.251.092/0001-74, a payment institution duly authorized to operate by the Central Bank of Brazil.
PagBrasil may, on behalf of the Merchant, engage PagBrasil Tecnologia IP to perform Electronic Foreign Exchange (eFX) operations, including the conversion of book-entry currency into electronic currency and vice versa, as well as to provide other Services contemplated under the Agreement, all of which shall be exclusively managed by PagBrasil.
Furthermore, PagBrasil may engage the aforementioned Affiliate to provide services within the scope of the Pix payment arrangement, in full compliance with the applicable regulations. In such cases, PagBrasil Tecnologia IP shall be responsible for processing payment transactions, while PagBrasil shall act solely as the technological interface and access facilitator for the Merchant to PagBrasil Tecnlogia IP’s infrastructure, and shall not, directly or indirectly, engage in payment initiation or receipt activities prohibited under applicable law or regulation.
The Merchant expressly authorizes the sharing of personal and Transaction data with PagBrasil’s Affiliates to the extent strictly necessary for the performance of the contracted services, including in the context of foreign exchange operations or Transactions, in accordance with applicable legislation, notably Law No. 13.709/2018 (LGPD).
12.10. Electronic Signature
The Parties agree that the use of an electronic signature to execute the Agreement, including its annexes and any amendments, shall be legally binding and shall have the same validity and legal effect as a handwritten signature, for all legal purposes, whether judicial and extrajudicial.
Furthermore, the Parties acknowledge and agree that any electronic signature executed through the DocuSign platform (www.docusign.com) shall be deemed valid, binding, and sufficient evidence of the Parties’ consent to the terms and conditions of the Agreement, as well as to any related documents or communications, in accordance with applicable law and the standards governing electronic document security, authenticity, and integrity.
12.11. Non- Solicitation
During the term of the Agreement and for a period of six (6) months following its termination, the Parties shall not, directly or indirectly, solicit, recruit, or hire any employee, consultant, or collaborator of the other Party, without the other Party’s prior written consent. In the event of a breach of this provision, the breaching Party shall pay a contractual penalty equivalent to fifty percent (50%) of the professional’s monthly remuneration, multiplied by the number of months remaining in the non-solicitation period.
13. Governing Law and Jurisdiction
13.1. Governing Law
The Agreement shall be governed by, and construed in accordance with, the laws of Brazil, excluding any provisions on conflict of law that might direct the application of the laws of another jurisdiction.
13.2. Jurisdiction
The Parties irrevocably and unconditionally agree to submit to the exclusive jurisdiction of the courts of the City of Porto Alegre, State of Rio Grande do Sul, Brazil, to resolve any dispute arising out of or in connection with the Agreement or any Transactions contemplated herein and irrevocably waive any right to claim jurisdiction in any other venue or forum.
Confidential – Do Not Disclose
