Compliance, Legal & Corporate Governance
GENERAL TERMS AND CONDITIONS OF USE OF THE PLATFORM
ABOUT ATTRUS
Attrus, through its online platform, systems and digital environments (collectively, the “Platform”), operates as a payment institution authorized to issue electronic currency, conduct foreign exchange operations, and provide eFX services, in accordance with the applicable rules and regulations issued by the Brazilian Central Bank (Banco Central do Brasil – “BCB”), including, without limitation, BCB Resolution No. 80 of March 25, 2021 (“Resolution 80/21”) and BCB Resolution No. 277 of December 31, 2022 (“Resolution 277/22”).
These General Terms and Conditions of Use of the Platform (“Terms and Conditions”) govern access to and use of the Platform, together with the specific annexes, schedules, supplemental terms and service agreements applicable to each Service.
By accessing or using the Platform, the Client acknowledges that it has read, understood and agreed to be bound by these Terms and Conditions and the Privacy Policy. If the Client does not agree with any provision herein, it must immediately refrain from accessing or using the Platform or any Services. Acceptance of these Terms and Conditions must be made by a duly authorized representative of the Client with sufficient legal authority to bind the Client.
For more information about Attrus, please visit: https://www.attrus.com.
2. INTRODUCTION AND INTERPRETATION
2.1. Purpose
These Terms and Conditions describe the rules applicable to the access and use of the Platform and the contracting and use of the Services.
2.2. Contractual Structure
The Services may be contracted individually or jointly, depending on the Client’s profile, eligibility and the service package offered by Attrus.
2.3. Precedence
In the event of any conflict between these Terms and Conditions and any annex, schedule, product-specific agreement, or service-specific supplemental term, the specific provisions applicable to the relevant Service shall prevail with respect to that Service.
2.4. References
For purposes of these Terms and Conditions:
- “we”, “our” and similar expressions mean Attrus;
- “you”, “your”, “User” and similar expressions refer to the Client and, where applicable, its duly designated users, representatives, employees, officers, contractors and other authorized persons using the Platform on the Client’s behalf;
- “Site”, “system”, “application”, “Platform” or “website” mean the online services, digital environments, interfaces, web and mobile systems and other technology made available by Attrus.
2.5. Privacy Policy
Use of the Platform and Services is also subject to Attrus’ Privacy Policy, as amended from time to time.
2.6. Contact
Questions regarding these Terms and Conditions may be directed to Attrus at:
- compliance@attrus.com
- ouvidoria@attrus.com
3. ACCEPTANCE OF THE TERMS
3.1. General Acceptance
By using the information, tools, features, software, content, updates, releases and functionalities made available by Attrus, the User agrees to be bound by these Terms and Conditions, whether acting as a mere visitor to the website (“Visitor”) or as a registered user or client of Attrus (“Member”).
3.2. Registration and Use
If the User wishes to become a Member, communicate with other Members where such functionality exists, or use any Services, the User must read these Terms and Conditions and indicate acceptance during the registration process or through any other valid acceptance mechanism made available by Attrus.
3.3. Authority and Capacity
The User represents and warrants that:
(a) it has full legal capacity to be bound by these Terms and Conditions; and
(b) if acting on behalf of a legal entity, it is duly authorized to bind such legal entity.
3.4. Financial Services Providers
The User acknowledges and agrees that banking, payment, foreign exchange, account, settlement and transaction-related services may be provided by Attrus and/or by Attrus’ financial institutions, banking partners, service providers, settlement providers or other third parties, unless otherwise expressly specified.
3.5. Authorization to Act on User’s Behalf
By using the Services, the User grants Attrus the right, power and authority to act on the User’s behalf, where necessary and legally permissible, to access, transmit, receive and process personal, corporate and financial information to and from financial services providers, partners and third parties for purposes including, without limitation, identity verification, onboarding, eligibility review, compliance checks, fraud prevention and execution of instructions.
3.6. Eligibility
The User may not use the Services if it does not satisfy the eligibility requirements established by Attrus and/or by its financial services providers or partners, as may be amended from time to time.
3.7. Minors
The Services may not be accessed or used by persons under 18 (eighteen) years of age or by persons lacking legal capacity to enter into binding agreements.
3.8. Electronic Acceptance
By accepting electronically, including by clicking “I Agree”, or by installing, accessing or using the Platform or Services, the User confirms that it has read, understood and agreed to be bound by these Terms and Conditions, the Privacy Policy, and, where applicable, the terms of Attrus’ financial services providers and partners.
3.9. No Acceptance, No Use
If the User does not agree to these Terms and Conditions, the User may not access or use the Platform or the Services.
4. REQUIREMENTS TO BECOME A CLIENT AND REGISTRATION PROCESS
4.1. Client Eligibility
To become a Client of Attrus, the applicant must:
(a) be a legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization;
(b) truthfully, accurately and completely provide all documents and information requested during the registration, onboarding and risk analysis process, including any additional documentation that Attrus may reasonably request; and
(c) appoint at least one (1) legal representative with sufficient and legally verifiable powers to: (i) represent the Client, including in connection with foreign exchange transactions, prepaid payment accounts and eFX services; and (ii) act as a user of the Platform or appoint one or more persons to act as users of the Platform (“Users”).
4.2. User Eligibility
Users designated by the Client must:
(a) be at least 18 (eighteen) years old;
(b) be duly registered before the competent tax or governmental authorities of their country of residence or nationality, where applicable;
(c) provide all information and documents requested by Attrus during the onboarding and risk analysis process; and
(d) be duly vested with sufficient authority, verifiable and satisfactory to Attrus, to represent the Client in relation to the Services.
4.3. Information and Documentation
To access and use the Platform and the Services, the Client must provide all requested documents and information relating to the Client and its Users. Attrus may at any time request additional documents or information relating to the Client, its legal representatives, attorneys-in-fact, controllers, beneficial owners, economic group, agents and Users.
4.4. Identity Verification
As part of the registration process, Attrus may require certified or uncertified copies of identification documents, corporate documents, powers of attorney, organizational documents and any other documents or information deemed necessary to confirm the identity of the Client and its Users. Failure to provide requested documentation in satisfactory form may result in denial of access to the Platform and/or Services.
4.5. Responsibility for Submitted Information
By submitting information and documentation to Attrus, the Client assumes full legal responsibility for the content, accuracy, authenticity, completeness, validity and updating thereof, whether submitted directly or through its representatives, employees, service providers or collaborators.
4.6. Compliance and Risk Checks
Once the Client is registered and requests any Service, Attrus may use the information provided to:
(i) identify the Client, its legal representatives, agents and beneficial owners;
(ii) assess the Client’s and Users’ risk profile;
(iii) conduct AML, CFT and sanctions-related checks;
(iv) perform checks relating to the prevention of the proliferation of weapons of mass destruction; and
(v) perform any other checks required under applicable law, regulation, internal policies and risk controls.
4.7. Sharing with Partners
Depending on the Service, Attrus may share the Client’s information and documents with financial institutions, banking partners, settlement partners and other service providers involved in the relevant Service. The Client expressly authorizes such sharing for onboarding, servicing, compliance, settlement and related operational purposes.
4.8. Database Searches and SCR
The Client expressly authorizes Attrus and its Partners to consult public and private databases, including the BCB Credit Information System (Sistema de Informações de Crédito – “SCR”), as well as national and international databases, for purposes including suitability assessment, solvency analysis, corporate structure review, compliance and risk control.
4.9. Validity of Database Information
Information obtained through SCR or other public or private databases shall be deemed valid for the purposes of Attrus’ analysis. Any correction or rectification of such data must be sought by the Client directly with the relevant data source.
4.10. Ongoing Checks
The Client acknowledges that such checks may be repeated periodically during the commercial relationship, without the need for renewed authorization.
4.11. Additional Financial Information
The Client agrees to provide complete information regarding its economic and financial capacity, the nature and rationale of transactions, source and destination of funds, relationship with beneficiaries and any supporting documentation requested by Attrus. Attrus reserves the right not to provide the Services if adequate information is not provided.
5. ACCESS TO THE PLATFORM AND CREATION OF USERS
5.1. Restricted Environment
Following registration approval, Attrus may create an account for the Client in Attrus’ restricted environment, as described in the applicable master agreement or service agreement. Access may occur via API integration or through other technical means defined by Attrus.
5.2. Credential and Access Responsibility
The Client is solely responsible for the confidentiality, security and use of its credentials, access methods, devices, environments and permissions granted to its authorized representatives.
5.3. Activities Performed Through the Platform
The Client shall be responsible for all acts, omissions, instructions, information and activities performed through the restricted area or under its credentials, including those carried out by representatives, agents or other authorized persons.
5.4. Blocking and Refusal Rights
Attrus reserves the right to block access, suspend functionalities or refuse to execute instructions if it detects suspicious, fraudulent, unauthorized or non-compliant activity, or if it reasonably believes that the person acting lacks the required authority.
5.5. Integration Requirements
Access to the Platform may be subject to successful technical integration, testing, approval and maintenance of the applicable access structure.
6. CONTRACTING OF EFX SERVICES
6.1. The contracting of eFX Services is subject to the applicable main agreement and any specific annexes or operational schedules.
6.2. The Client must comply with the pricing, operational, contractual and regulatory obligations applicable to eFX Services.
6.3. Questions relating to eFX Services shall be directed to Attrus using the contact channels indicated herein.
7. SETTLEMENT OF FOREIGN EXCHANGE TRANSACTIONS
7.1. To contract Foreign Exchange Services settled directly by Attrus, the Client must provide all information, authorizations and consents required by Attrus and applicable law.
7.2. Where Users contract such service through the Platform, the Client acknowledges that the “Global Agreement for the Closing of Foreign Exchange Transactions” or equivalent governing instrument shall apply, as set forth in the relevant annex.
8. USE OF THE PREPAID PAYMENT ACCOUNT
8.1. The Client may request the opening of a prepaid payment account, subject to the applicable annexes and service conditions.
8.2. For Clients not resident in Brazil, the provisions of the applicable non-resident annex shall apply.
8.3. For Clients resident in Brazil, the provisions of the applicable resident annex shall apply.
8.4. Acceptance of these Terms and Conditions implies reading, understanding and acceptance of the provisions contained in the relevant annexes governing the prepaid payment account.
8.5. For purposes of these Terms and Conditions, Attrus adopts the concepts of resident and non-resident established by applicable BCB regulations, including BCB Resolution No. 280 of December 31, 2022.
8.6. The Client must maintain sufficient funds in its prepaid payment account to honor payment instructions submitted through the Platform. Amounts held in such account shall not accrue remuneration unless otherwise expressly provided.
9. TRANSACTIONAL LIMITS
9.1. Attrus may establish transaction limits for the Client based on the documents and information provided, Attrus’ independent analysis, internal policies, partner requirements and applicable regulations.
9.2. Such limits may be modified at any time and may vary according to counterparties, volumes, timing, types of transaction, risk scenarios and other relevant criteria identified by Attrus.
10. CHARGES, FEES AND TAXES
10.1. Attrus may charge a monthly maintenance fee for the prepaid payment account in the amount disclosed in the applicable commercial terms or annexes, including, where applicable, the amount of R$120.00 (one hundred and twenty reais), to be debited from the available balance on the date informed by Attrus.
10.2. Attrus does not charge fees in relation to certain Pix payment transactions where exempt under applicable regulation or policy, including transfers initiated or received by individuals or sole proprietors in the circumstances provided by law or regulation.
10.3. The Client shall pay all charges and fees related to the Services contracted and used, in accordance with the amounts informed at the time of contracting.
10.4. Taxes arising from the Services and whose taxable event relates to the Client’s use of the Services shall be borne solely by the Client.
10.5. Quotes, fees, rates, terms and financial information made available by Attrus are dynamic and indicative only, and may depend on onboarding approval, risk approval, market conditions, product conditions and other variables. They shall become effective only upon formal contracting or confirmation by Attrus.
10.6. Attrus may periodically adjust charges and fees to preserve the economic balance of the contractual relationship, upon prior notice when required.
11. PLATFORM SECURITY
11.1. Attrus adopts commercially reasonable and industry-appropriate measures to protect the security of the Platform and the access credentials of Clients and Users.
11.2. The Client must ensure that its Users:
(a) do not lend, assign or transfer access credentials to third parties;
(b) do not share sensitive access information;
(c) maintain individual use of credentials;
(d) properly store and protect access credentials; and
(e) promptly revoke and reissue access credentials whenever compromise, loss or termination of relationship is suspected.
11.3. The Client is responsible for misuse of credentials, devices and access environments used to access the Platform and must immediately notify Attrus of any loss, compromise, unauthorized access or misuse.
12. TERMINATION OR CANCELLATION OF USER REGISTRATION
12.1. The Client may remove a User at any time, whether directly through the Platform or by written request, subject to the applicable operational procedures.
12.2. Attrus may cancel or suspend Users or the Client’s access in the event of:
(a) breach of these Terms and Conditions, the Privacy Policy or any applicable service agreement;
(b) suspected fraud, money laundering or criminal activity;
(c) unauthorized use of the Platform for the benefit of third parties; or
(d) abusive, illegal, harmful, infringing or disruptive use of the Platform.
12.3. Cancellation or suspension shall not release the Client or its Users from obligations previously assumed, and Attrus may collect any outstanding amounts due.
13. WEBSITE CONTENT AND GENERAL CONDITIONS
13.1. Information provided on the Platform is made available solely for purposes related to the Services and is not intended for distribution or use by persons other than the intended recipients.
13.2. It is permitted to download and print content from the Platform solely to the extent necessary for the Client’s internal use in connection with the Services.
13.3. Although Attrus uses reasonable efforts to keep the Platform available, access may be interrupted, suspended or restricted from time to time, including for maintenance, updates, security or legal reasons.
13.4. The Client agrees to use the Platform only for lawful purposes and in a manner that does not infringe the rights of Attrus, its partners or third parties.
13.5. The Client represents that it has taken reasonable precautions to ensure that data submitted to the Platform is free from viruses, malware or other harmful elements.
13.6. The Client shall bear all costs associated with access to the Platform and use of the Services.
13.7. Content available on the Platform is used at the Client’s own risk. Attrus does not assume liability for viruses or malicious software affecting the Client’s systems, and the Client is responsible for maintaining adequate security tools.
13.8. Communications transmitted through the internet or public telecommunications networks may be intercepted, delayed or not delivered, and Attrus shall not be liable for such events beyond its control.
13.9. Information available on the Website or Platform is for general informational purposes only. Although believed to be reliable, Attrus does not warrant its completeness, timeliness or accuracy.
13.10. Nothing on the Website or Platform constitutes an offer, solicitation, recommendation or invitation to purchase securities, financial instruments or investment products, or to provide investment advice or investment services.
14. PRIVACY
14.1. The Client agrees, for itself and its Users, that any information, including personal information, provided to Attrus through the Platform may be collected, processed, stored, transferred and otherwise used in accordance with Attrus’ Privacy Policy and applicable law.
15. INTELLECTUAL PROPERTY RIGHTS
15.1. Attrus owns or validly licenses all rights, title and interest in and to the Platform, its software, systems, interfaces, content, databases, layouts, graphics, materials, marks, trade names, service marks and other intellectual property related thereto.
15.2. If any intellectual property owned by the Client is displayed on the Platform, the Client authorizes Attrus and its authorized third parties to use such intellectual property solely as necessary for provision of the Services.
15.3. The Client grants Attrus a worldwide, royalty-free, non-exclusive or exclusive, as applicable under the relevant arrangement, and indefinite or term-based license, as necessary, to use, reproduce, store, transmit, publish and process data and materials submitted by the Client or its Users for purposes of providing and improving the Services, subject to the Privacy Policy and applicable law.
15.4. The Attrus name, logos, marks, service marks, layouts and visual identities are exclusive to Attrus or its licensors and may not be copied, reproduced, imitated or used without prior written consent.
15.5. The User shall not, and shall not permit third parties to:
(a) modify, adapt, translate, decompile, reverse engineer or disassemble the Platform or Services;
(b) copy, distribute, transfer, sell, license or exploit the Platform beyond what is expressly permitted;
(c) circumvent security measures;
(d) remove copyright, trademark or proprietary notices; or
(e) otherwise use the Platform in a manner violating intellectual property or other rights.
15.6. Third-party product names, brands and logos referenced on the Platform belong to their respective owners and are used for identification purposes only. Their use does not imply endorsement.
16. RESPONSIBILITY OF THE CLIENT AND USERS
16.1. The Client is responsible for all losses and damages suffered by Attrus arising from any breach of these Terms and Conditions, the Privacy Policy, applicable service agreements or misuse of the Platform by the Client or its Users.
16.2.
The following conduct is strictly prohibited:
(a) unauthorized commercial exploitation of the Platform;
(b) dissemination of malware or malicious code;
(c) conduct impairing the Platform’s security, integrity or availability;
(d) acts causing damage to Attrus, partners or third parties;
(e) illegal, fraudulent, harmful, offensive, threatening or discriminatory conduct;
(f) removal of proprietary notices;
(g) dissemination of spam or unauthorized content;
(h) creation of false or automated accounts;
(i) scraping, crawling or automated extraction of data without authorization;
(j) unlawful access to data or systems;
(k) privacy violations; and
(l) any conduct contrary to applicable law or these Terms and Conditions.
17. RESPONSIBILITY OF ATTRUS
17.1. Attrus shall not be liable for indirect, incidental, consequential, punitive or special damages, or for losses arising from the Client’s or Users’ participation in or use of the Platform or Services, except where such liability results from Attrus’ willful misconduct, as determined by a final and non-appealable decision.
17.2. Attrus shall not be responsible for breaches or failures resulting from events beyond its reasonable control, including force majeure, acts of third parties, failures of telecommunications, internet disruptions, cyberattacks, regulatory actions, or acts or omissions of partners or providers, except to the extent otherwise required by law.
18. MODIFICATIONS
18.1. Attrus may, at its sole discretion and at any time, modify, augment, limit, suspend, discontinue or terminate any part of the Platform or Services, subject to applicable law.
18.2. New features, products, services, content, releases and functionalities shall be governed by the then-current version of these Terms and Conditions.
18.3. Material amendments may be communicated by electronic means, including email, platform notice or website publication.
18.4. Continued use of the Platform or Services after amendments become effective constitutes acceptance of the revised Terms and Conditions.
18.5. If the Client does not agree with any amendment, it must cease using the Platform and Services.
19. SECURITY OF USER ENVIRONMENT
19.1. The User is solely responsible for maintaining the confidentiality and security of its information, credentials, computers, devices, APIs, systems and internal environments.
19.2. Attrus shall not be responsible for misuse of the User’s computer, devices, systems or credentials.
19.3. The User accepts responsibility for all activities occurring through its devices, accounts, credentials and environments, subject to applicable law.
20. LINKS TO THIRD-PARTY SITES
20.1. Links to third-party websites or information are provided solely as a convenience.
20.2. Such links do not imply endorsement, sponsorship or recommendation by Attrus.
20.3. Attrus is not responsible for the availability, content, legality, privacy practices, security or operation of third-party websites or services.
20.4. If the User accesses third-party websites, it does so at its own risk and subject to the applicable third-party terms and policies.
21. CONTACT
21.1. Questions regarding these Terms and Conditions, the Privacy Policy or any Service-specific agreement shall be directed to:
- compliance@attrus.com
- ouvidoria@attrus.com
22. MISCELLANEOUS
22.1. Severability
If any provision of these Terms and Conditions is held invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect.
22.2. Survival: All provisions which by their nature should survive termination, including waivers, indemnities, limitations of liability, confidentiality, intellectual property and dispute-related provisions, shall survive termination.
22.3. No Waiver: Failure or delay by Attrus in exercising any right shall not constitute waiver or novation of such right.
22.4. Entire Agreement: These Terms and Conditions, together with the Privacy Policy, annexes and applicable service agreements, constitute the entire agreement between the parties regarding the Platform and Services and supersede prior communications and understandings on the same subject matter.
22.5. Assignment: Attrus may assign, transfer, novate or otherwise deal with its rights and obligations under these Terms and Conditions, including to affiliates, controlled entities, successors or entities under common control, to the extent permitted by applicable law.
22.6. Governing Law and Jurisdiction These Terms and Conditions shall be governed by the laws of the Federative Republic of Brazil. Any dispute arising out of or relating to these Terms and Conditions shall be submitted to the courts of the City of Belo Horizonte, State of Minas Gerais, Brazil, and the parties expressly waive any other jurisdiction, however privileged.