SaaS Subscription Agreement

The Provider makes the SquadIA platform and its artificial intelligence agents available as a service, for executing professional tasks, producing deliverables, and managing the Customer's company intelligence.

No software copy is delivered, no installation occurs on Customer servers, and no bespoke development is included, unless agreed in a separate instrument.

A non-exclusive, non-transferable, revocable licence is granted for the subscription term, limited to the number of users in the contracted plan.

The licence does not permit sublicensing, resale, assignment, agency use for multiple end clients without a compatible plan, or any exploitation of the generation capacity as a standalone product.

The Team and Business plans correspond, in commercial communications, to the Premium and Enterprise names. Additional seats and specific conditions for larger operations may be contracted through a commercial proposal.

Each seat corresponds to one identified person. Replacing a user is allowed; sharing credentials simultaneously is not.

The Agreement starts when the first payment is confirmed, runs for the contracted cycle, and renews automatically for equal, successive periods.

Renewal occurs at the price then in force. Price changes are notified at least 30 days in advance, and the Customer may cancel free of charge before the new price applies.

The Customer may cancel renewal at any time in the account area, effective at the end of the paid cycle. There is no penalty or lock-in for plans purchased directly in the platform.

Enterprise plans with negotiated conditions follow the notice period set out in their proposal.

Fees are prepaid, charged through a payment processor, and denominated in Brazilian reais. Amounts displayed in other currencies are approximate conversions for information only; the actual charge is in reais.

Payment delays over 10 days allow suspension of access, without prejudice to collection of the outstanding amount plus monetary correction, interest of 1% per month, and a 2% penalty.

Taxes on the service are borne by the Provider; taxes withheld due to the Customer's domicile must be evidenced by documentation.

Measurement excludes scheduled maintenance announced 48 hours in advance, downtime caused by essential third-party suppliers, force majeure, cyberattacks, and the Customer's own connectivity failures.

If the availability target is missed, the Customer is entitled to a credit of 10% of the monthly fee per percentage point below target, capped at 50% of that month's fee, upon request within 30 days. The credit is the exclusive remedy for unavailability.

The Provider shall keep the platform operational under this Agreement, adopt market-standard security measures, report material incidents, maintain support through the published channels, and preserve the confidentiality of Customer data.

The Customer shall use the platform in line with the Acceptable Use Policy, ensure the lawfulness and legal basis of submitted content, manage its users and credentials, review deliverables before use, keep billing data current, and maintain its own backups of critical material.

Artificial intelligence agents can produce incorrect, incomplete, or outdated information. Every deliverable must be reviewed by a qualified person before any use.

The Provider does not offer legal, medical, accounting, financial, or tax advice. Results are assistive and do not replace a qualified professional. Responsibility for decisions based on deliverables lies exclusively with the Customer.

The Provider's total liability, on any ground, is limited to the amount paid by the Customer in the 12 months preceding the event giving rise to the claim.

Neither party is liable for lost profits, loss of opportunity, or indirect or consequential damages. The limitation does not apply to wilful misconduct, gross negligence, breach of confidentiality, or damage caused to data subjects by proven failure to meet data protection obligations.

The parties shall keep confidential information secret, applying the same care they apply to their own information and never less than reasonable care.

The obligation survives for 5 years after termination and does not cover public information, information already known without a duty of secrecy, independently developed information, or disclosure required by law or court order, in which case the receiving party notifies the other where permitted.

For content submitted for task execution, the Customer is the controller and the Provider is the processor, handling data solely on instructions issued through the platform.

• The Provider does not use Customer content to train its own or third-party models.
• Data is isolated per workspace and never shared between customers.
• Subprocessors are disclosed in the Privacy Policy and bound by equivalent obligations.
• The Provider assists the Customer with data subject requests and authority requisitions.
• Material security incidents are reported without undue delay, describing nature, impact, and measures taken.
• Upon termination, data is returned by export and deleted within 30 days, except where retention is legally required.

Either party may terminate for convenience at the end of the current cycle. Termination for cause, following a breach not cured within 15 days of notice, takes effect automatically.

The Provider may terminate immediately in case of serious breach of the Acceptable Use Policy, fraud, payment default over 30 days, or legal requirement.

Forbearance does not imply waiver or novation. The invalidity of one clause does not affect the others. This Agreement creates no partnership, employment, or agency relationship between the parties.

The Provider may reference the Customer's name and trademark in a customer list, unless the Customer objects in writing.

Contractual communications are valid when sent to the email addresses registered by the parties.

Brazilian law applies. The courts of Comarca de São Paulo, Estado de São Paulo shall have exclusive jurisdiction, waiving any other, without prejudice to a consumer's right to sue in their own domicile. Contract contact: contato@squadia.online.