13. PAYMENTS AND SERVICE TERMS

With the exception of clause 13.12, this clause (13) and its sub clauses are exclusive to CONTRACTORS and are not applicable to CANDIDATES.

13.1. The services provided by CONTRACTOR will be paid by COMPANY and transferred on average every 30 (thirty) days to the CONTRACTOR from INTERMEDIATOR or by a company indicated by it, through of Pix key in the CNPJ of the CONTRACTOR or other means of payment, discounting the values ​​of the Commission of the INTERMEDIATOR for the Intermediation Services (“Payment”). 

13.1.1. The Transfer of Values ​​(Payment) to the CONTRACTOR from INTERMEDIATOR shall be conditioned upon (i) the performance and Delivery of the Development Services by the CONTRACTOR, as previously agreed between the COMPANY and the CONTRACTOR and recorded/stipulated in the Project/Service Documentation; (ii) approval by the COMPANY of Development Services based on the Deliverables of each CONTRACTOR; (iii) Payment in advance by the CONTRACTING PARTY, or any and all Payments, including those relating to Service Fees; (iv) the delivery of Service Invoices (“NFs”) issued by the CONTRACTOR in name of COMPANY in the Total Value of the Services contained in the Service Provision Proposal, as well as issuing and sending the Pix key in the CNPJ of the CONTRACTOR (or alternatively, other payment methods from INTERMEDIATOR, at its sole discretion); (v) the delivery of any documents requested by the INTERMEDIATOR, including those mentioned in items 13.1.2.1 and 13.1.2.2, which must be delivered jointly by the CONTRACTOR à INTERMEDIATOR and, in some cases, it passes them on to COMPANY, observing the other conditions of these Terms, as per item 13.1.2; (vi) effective compliance with the CONTRACTOR the clauses and conditions of these Terms in their entirety; and (vii) the completion of validation processes of any nature, including those referred to in clauses 13.1.2.1 and 13.1.2.2 and under the responsibility of third parties, or even the COMPANY, or CONTRACTOR and/or the INTERMEDIATOR and as referred to in these Terms.

13.1.2. The transfer of payment to CONTRACTOR will take place as follows: (1) Approval of Deliveries of the CONTRACTOR from COMPANY will be given in a registered or tacit manner within 1 (one) business day after the end of the service provision cycle. After this Approval, (2) within three (3) days from INTERMEDIATOR will request the invoice(s) and other documents from the CONTRACTOR (3) This must issue the Invoice(s) and other documents, and forward to the INTERMEDIATOR. (4) Received these by INTERMEDIATOR, will be confirmed as to their accuracy and/or necessary corrections will be requested from the CONTRACTOR.Confirmed and/or corrected, the INTERMEDIATOR will forward them for final validation of the COMPANY. (5) This validation must occur within 7 (seven) days, so that there is enough time for verification, analysis and approval of the invoice and other documents and information by COMPANY. (6) Any changes must be requested by the COMPANY and intermediated by INTERMEDIATOR ao CONTRACTOR. (7) Such changes must be carried out by the CONTRACTOR this within 3 (three) days. Provided that all the steps mentioned above have occurred within the aforementioned deadlines, (8) the Payment Transfer will take place from 10 (ten) to 20 (twenty) days after the Issuance of the Invoice(s) form(s) and other documents, discounted the Commission of INTERMEDIATOR. INTERMEDIATOR is not responsible for delays in the validation of invoices by COMPANY, or even due to delays in the issuance or alteration of Invoices by the CONTRACTOR, or for delays in Transferring the Payment to the CONTRACTOR resulting from non-compliance with such deadlines. (9) Such deadlines will not be considered when finalizing and canceling the provision of services by the CONTRACTOR, considering the deadlines in items 13.1.2.1 and 13.1.2.2.

13.1.2.1. With exceptions, when canceling the Provision of Services, after completion of the last cycle of Services to INTERMEDIATOR will carry out the Transfer to the CONTRACTOR within 30 (thirty) days after (1) delivery of all Compliance documentation by the CONTRACTOR, in a correct and pre-validated way, and only after (2) the completion of the validation processes by the Compliance systems, which will be carried out externally. This period may be extended for another 30 (thirty) days (or renewed, as per clause 13.1.2.2) in order to allow it to be assessed by the Parties and the (external) Compliance systems that all contractual responsibilities relating to the totality of Deliveries, the Protection of Intellectual Property and Data Processing of Services, suitability, verification of legal, tax and accounting compliance and with the AML/FT (Money Laundering Prevention) Policies/KYC/KYP (“Know Your Customer/Partner”), and others determined by ordinances and circulars, such as the Circular No. 3.978 (bcb.gov.br) of the Central Bank of Brazil (BACEN) and other regulatory bodies and their systems, but not limited to these, through these Terms of COMPANY, INTERMEDIATOR and CONTRACTOR were fulfilled upon cancellation, leaving nothing left to complain from Party to Party. During this period, additional documentation and information may be requested, and the deadlines referred to above will only be counted after the full delivery of all documentation requested and pre-validated by INTERMEDIATOR.

13.1.2.2. The transfer can also be carried out at the CONTRACTOR after the standard period of 10 (ten) days in item 13.1.2 or the deadlines mentioned in item 13.1.2.1 (30 and 60 days), without adding any charges when (1) documentation requested by the INTERMEDIATOR under these Terms, or these documentation are not delivered in the manner requested by INTERMEDIATOR, or (2) when there are restrictions that are beyond the control and power of the INTERMEDIATOR, (3) it is not possible or there is no validation of compliance by the entities and/or their responsible (external) systems in a timely manner and/or their stages, including and mainly those related to AML/FT (Money Laundering Prevention) Policies, KYC/KYP (“Know Your Customer/Partner”), and others determined by ordinances and circulars (such as the Circular No. 3.978 (bcb.gov.br) of the Central Bank of Brazil (BACEN), or even (4) inconsistencies in third-party systems for validation and/or compliance, management, processing and interbank connection, due to changes related to these services, which directly impact the routines of the INTERMEDIATOR, but not limited to these. In these cases, the deadlines will continue to be renewed every equal period mentioned in items 13.1.2 and 13.1.2.1 (30 and 60 days) until all stages of the processes referred to above are completed. O CONTRACTOR understands and agrees that the INTERMEDIATOR cannot be held responsible for these restrictions, due to force majeure and being beyond its power, according to Art. 393 of Law 10.406/2002.

13.1.3. They are the sole and exclusive responsibilities of the COMPANY and CONTRACTOR the issuance, validation, accuracy of the information and its responsibilities, including tax, legal, tax, regarding the correct issuance of invoices. Both must resolve among themselves as to any standards, needs and/or changes, and it is up to the INTERMEDIATOR carry out only the transfers between the Parties of these documents.

13.2. Payments will be subject to the sending of invoices and other documentation correctly completed by the CONTRACTOR, in accordance with the guidelines of the INTERMEDIATOR and COMPANY, and their respective receipt by the INTERMEDIATOR and approval of these by COMPANY. For what the CONTRACTOR undertakes to send any requested documentation. The NFs and other requested items, including those mentioned in clause 13.1.1, must be sent by CONTRACTOR within 2 (two) business days after the request of the INTERMEDIATOR. When the invoice and other items are not sent correctly, according to the guidelines of the INTERMEDIATOR and within the stipulated period, will give rise to the postponement of payment, without any burden to the INTERMEDIATOR. 

13.2.1. The procedure for correctly filling and sending the invoices and items of clause 13.1.1 ("Invoice Procedure") is made available by INTERMEDIATOR ao CONTRACTOR through the Platform, Blog, chat, email, app and/or Whatsapp® or other means. In case irregularities are detected in the Invoices or in part thereof, or even in the items of clause 13.1.1, the CONTRACTOR will be notified, through simple electronic correspondence (email) or through the Platform, and must resubmit the invoice and/or other requests with the requested corrections, providing the INTERMEDIATOR of as many days as necessary until the invoice and required items are presented correctly.

13.2.2. In the event that irregularities are detected in the invoice(s) and/or requested items, and/or in part of any of them, or even in the documents related to it, the CONTRACTOR will be notified, through the App or the Platform or through simple electronic correspondence (e-mail), and must resubmit the NF and/or documents with the requested corrections within the deadlines in clause 13.1.2 for new approval. The amounts, in case of retention, will be released by the INTERMEDIATOR within the deadlines in clause 13.1.2, counting from the presentation of undelivered documents, without the incidence of any correction, interest or fine in favor of the CONTRACTOR, or even in the payment cycle of the following month, at the sole discretion of the INTERMEDIATOR. These deadlines cannot be considered when canceling the provision of services, which will have their own deadlines, in accordance with clause 13.1.2.1.

13.2.3. In the absence of the issuance of the NF and other documents within the terms and conditions stipulated by this Term or by the policies and guidelines of INTERMEDIATOR, CONTRACTOR may be removed from the provision of the Development Service, the Project and/or the Platform, at the sole discretion of the INTERMEDIATOR.

13.2.4. Alternatively to Pix and at its sole discretion, the INTERMEDIATOR can transfer values ​​to the CONTRACTOR by other means and/or methods available on the market, including requesting bank slips on behalf of the INTERMEDIATOR.

13.3. In case taxes, labor, social security charges, among others, arising from the subcontracting of employees and/or collaborators by the CONTRACTOR, payment of these will be on account of the CONTRACTOR and the invoices must be delivered to the INTERMEDIATOR accompanied by the corresponding proof of payment. If you wish, the COMPANY you can request them from INTERMEDIATOR for a period of up to 1 (one) year after the end of the services.

13.3.1. In the event that the above mentioned payment receipts do not contain the information listed below, the CONTRACTOR must also deliver a document with:

A. Name of the CONTRACTOR's employees and/or collaborators who provided services during each month;

B. Place of provision of Services and CONTRACTING PARTIES for which the Services were provided;

C. Calculation of the Performance Fee;

D. The total amount of the Invoice, considering the Price provided by the INTERMEDIATOR and the Performance Fee; and

E. The amount of withholding taxes and other charges, if any.

13.3.2. O CONTRACTOR must make available to INTERMEDIATOR, until the 5th (fifth) business day of each month, the list of all its employees/subcontractors who under their responsibility provided services provided Development Services intermediated by INTERMEDIATOR and its platform in the immediately preceding month, informing the personal and functional data of each one of them, as well as the start and end dates of the activity. This information must be provided: (i) electronically, using a layout previously provided by INTERMEDIATOR or (ii) by entering data into a system with Internet access provided by INTERMEDIATOR or (iii) through electronic communication guided by the INTERMEDIATOR. Choosing one of these alternatives will be up to the INTERMEDIATOR.

13.4. The values ​​will be released by the INTERMEDIATOR on the dates mentioned in Clause 13.1.2, always without the incidence of any correction, interest or fine in favor of the CONTRACTOR.

13.4.1. In the event of taxes, duties, charges and/or fees of any kind, including transfer (including international) charges, among others, for the receipt of Payments by the CONTRACTOR, the responsibility for the settlement or discounts of these will be the full responsibility of the CONTRACTOR, since INTERMEDIATOR will only make transfers and intermediation of values. THE INTERMEDIATOR and/or the COMPANY are not and/or will be responsible for billing any third party add-ons.

13.5. À INTERMEDIATOR reserves the right to waive the provision of any Services whose amounts have not been duly paid by its CONTRACTING PARTIES, and may do so without prior notice, reimbursement or refunds to the CONTRACTORS because of that.

13.6. When carrying out the Transfer of values ​​related to the services provided by the CONTRACTOR ao COMPANY (Payment), the INTERMEDIATOR will deduct the Commission for its Intermediation Services. This commission will be defined by the INTERMEDIATOR and must appear in the Proposal for the Provision of Services previously accepted by the CONTRACTOR, with a pre-established percentage between 10% (ten percent) and 30% (thirty percent) of the total value of Development Services provided by the CONTRACTOR, except for previous conditions of Service Provision Proposals previously accepted and signed by the CONTRACTOR. In the Invoices and/or Tax Notes issued and sent by INTERMEDIATOR ao CONTRACTOR for the Services rendered to it, the commission of INTERMEDIATOR will be presented only as “Intermediation Services” or “Business and Services Intermediation Commission”, as well as a description of the other services provided.

13.7. Other Additional Services and/or that were not mentioned in these Terms and that may be provided by CONTRACTOR will have their value specified in the respective Proposals for the Provision of Services, as well as the Commission for the Intermediation Services of the INTERMEDIATOR.

13.8. A INTERMEDIATOR may at any time and at its sole discretion make the payment of variable or extra amounts to the CONTRACTOR, in accordance with its current policies, without any obligation (“Factor”). These will not be considered Payment.

13.8.1. Payments of extra or variable amounts to CONTRACTORS may also be paid and authorized by the COMPANY through the intermediation of INTERMEDIATOR and will be considered Payment, following the same Payment Transfer terms and conditions as set out in these Terms.

13.8.2. The policies, criteria and payment amounts of variable or extra amounts may or may not be established in the Service Provision Proposal and may be revoked and/or changed at any time, for the sole and exclusive reasons of INTERMEDIATOR and at its sole discretion, as these are not part of the Payment of the CONTRACTOR.

13.8.3. Case or CONTRACTOR is not eligible to receive any payment of variable amounts or extra services, these amounts will be deducted from the CONTRACTOR in the form of a fine in favor of INTERMEDIATOR. These amounts (fine) may be reversed and used as compensation for the INTERMEDIATOR to cover the costs of hiring and replacing the CONTRACTOR, or, optionally and at your sole discretion, you can use them to pay variable or extra amounts to others CONTRACTORS. In this case, priority will be given to professionals who make up the same team and/or project/service as the CONTRACTOR who was not eligible. The extra or variable payments paid by the COMPANY, which will be mediated by the INTERMEDIATOR.

13.9. If services such as Events, Mentorships and Consulting and other similar services are provided by INTERMEDIATOR ao CONTRACTOR, these may be charged and/or deducted from the CONTRACTOR from INTERMEDIATOR, provided that the latter confirms and/or performs the contracting in an electronically or manually registered form.

13.10. Any amounts that need to be transferred, in any capacity, amount and/or form by the COMPANY ao CONTRACTOR, and/or vice versa, must be carried out with the intermediation of the INTERMEDIATOR

13.11. Under these Terms, the CONTRACTOR grant to INTERMEDIATOR prior and unrestricted authorization for the administration of values, funds, and Payments while they are under its responsibility when they are intermediated between COMPANY and the CONTRACTOR, and/or vice versa, including any actions that the INTERMEDIATOR it deems necessary for the maintenance of the financial ecosystem under its responsibility, including investments, anticipation of receivables and Commissions, among others.

13.11.1. It is established and the COMPANY agree from now on that the INTERMEDIATOR will have complete autonomy and will be able to manage and block Payments and/or Payment Transfers to be passed on to CONTRACTORS, or any other Services provided through the Platform to carry out security assessments and checks, at any time, without any burden or right to compensation, and at the full discretion of the INTERMEDIATOR. These checks aim to allow them to be assessed by the Parties (COMPANY, INTERMEDIATOR e CONTRACTOR) that all contractual responsibilities (referring to all Deliveries, Payments, Documentation, Protection of Intellectual Property and Data Processing of Services, Information Protection and Security Policies, suitability, verification of legal, tax and accounting and AML/FT Policies – Anti-Money Laundering/KYC/KYP (“Know Your Customer/Partner”), and others determined by ordinances of the Central Bank of Brazil – BACEN, and any others, but not limited to these) under these Terms were and/or are being complied with by all Parties.

13.11.1.1. Upon cancellation of the Services CONTRACTOR, COMPANY must carry out the same safety assessments and checks mentioned in clauses item 13.1.2.1 and 13.1.2.2, exempting the INTERMEDIATOR in advance due to the delay or failure to carry out such procedures on your part.

13.11.2. A INTERMEDIATOR may at any time and exceptionally withhold Payments and any amounts as guarantee for payment of contractual fines, of/and for the purposes of indemnity, reimbursement, legal and/or judicial proceedings, among others already provided for in these Terms, given its responsibility as INTERMEDIATOR between the parts. Therefore, the Parties agree from now on that the INTERMEDIATOR will not be held responsible, including without any burden or right to compensation in favor of either Party, for any action under this clause and in accordance with the other clauses of these Terms, as it aims to protect all Parties involved.

13.12. No amount will be charged by the INTERMEDIATOR for the services provided to the CANDIDATE, as well as no amount will be paid or transferred to the same. All services provided by the INTERMEDIATOR to the CANDIDATE will be free of charge. Any amounts to be paid to the CANDIDATE will be the exclusive and entire responsibility of the CONTRACTING PARTY, upon contracting between them.