Terms and Conditions of Use

1. Definitions

For the purposes of these Terms, the following definitions apply:

Alliance: the company responsible for providing, sustaining, maintaining and evolving TaxSphere.

Client: the legal entity that contracts or uses TaxSphere, directly or through a commercial instrument signed with Alliance.

User: the individual authorized by the Client to access and use TaxSphere.

Solution: TaxSphere, including its modules, features, interfaces, integrations, reports, dashboards, APIs, configurations, documentation and other components provided by Alliance.

Client Environment: systems, databases, SAP environments, tax systems, corporate systems, infrastructure, networks, connections, users, permissions and other resources under the Client's responsibility.

SAP BTP: SAP Business Technology Platform, used as the technological foundation for the provision, integration, authentication, connectivity and operation of the Solution, in accordance with the architecture defined by Alliance.

Subscription: the model for providing the Solution upon recurring payment, without assignment of intellectual property, source code or a perpetual license.

2. Purpose

The purpose of these Terms is to govern the provision of TaxSphere to the Client under a subscription model, for use in tax and fiscal processes related, among others, to IBS, CBS, assessment, reconciliation, credit control, tax reports, integration with SAP solutions, tax data analysis and communication with government platforms, where applicable.

TaxSphere is provided as a technology solution complementary to the Client's existing systems and processes, and does not fully replace the Client's tax, accounting, fiscal, systemic, operational or regulatory responsibilities.

3. Functional scope of the Solution

TaxSphere may include, according to the contracted version, technical availability, enabled configurations and product evolution, features such as:

1. support for the assessment and calculation logic of IBS and CBS;
2. control of deductions, rates, calculation bases and creditable amounts;
3. treatment of tax rules by operation, regime, company, branch, period or scenario;
4. support for specific regimes, transition rules and differentiated treatments, when configured;
5. reconciliation between tax data recorded in SAP solutions and information obtained from government platforms;
6. generation of tax reports, management panels and dashboards;
7. structuring of information for ancillary obligations, in accordance with applicable rules and layouts;
8. identification of tax triggers for the issuance of debit or credit notes;
9. integration with issuance processes through the Nota Fiscal Writer, where applicable;
10. recording of logs, audit trails, tax evidence and processing histories;
11. integration with SAP solutions, corporate systems and platforms authorized by the Client;
12. authentication, authorization and access control features.

Features may be made available gradually, in evolutionary cycles, according to product strategy, roadmap, maturity of the legislation, availability of official information, technical feasibility and the Solution's sustainability criteria.

4. Subscription model

TaxSphere is provided under a subscription model, upon payment of the amounts set out in a commercial proposal, contract, purchase order, marketplace or equivalent instrument.

The subscription grants the Client a limited, temporary, non-exclusive, non-transferable and revocable right to access and use the Solution during the contractual term, exclusively for its internal operations and in accordance with the contracted limits.

The subscription does not grant the Client ownership of the Solution, source code, architecture, technical artifacts, components, libraries, internal documentation, data models, generic product rules, know-how, methodologies, functional designs, reusable integrations or any other intellectual asset of Alliance.

5. Infrastructure, SAP BTP and connectivity

The TaxSphere offering may include, according to the contracted commercial conditions, the technological infrastructure necessary to provide the Solution in an architecture based on SAP BTP, including application components, connectivity, authentication, integration and technical operation under Alliance's responsibility.

Communication between TaxSphere and the Client Environment will depend on the configuration of integrations, APIs, services, permissions, certificates, connectors, authentication, access profiles and other necessary technical parameters.

The Client will be responsible for providing, maintaining and authorizing the accesses, permissions, credentials, connections, environments, endpoints, source systems, technical users and other resources necessary to enable the integration of the Solution with its corporate systems.

Alliance will not be responsible for unavailability, failures, limitations or problems arising from systems, networks, databases, firewalls, VPNs, SAP services, certificates, technical users, integrations, government platforms, external providers or any component that is not under its direct management.

6. Conditions of access and use

The Client must use TaxSphere exclusively for lawful, internal purposes compatible with the purpose of the Solution.

The Client and Users are prohibited from:

1. copying, modifying, adapting, translating, decompiling, reverse engineering or attempting to access the Solution's source code;
2. sublicensing, reselling, assigning, leasing, sharing or making the Solution available to unauthorized third parties;
3. using the Solution to provide services to third parties without formal authorization from Alliance;
4. attempting to circumvent access controls, usage limits, authentication or security mechanisms;
5. inserting malicious code, performing intrusive testing or compromising the stability of the Solution;
6. using the Solution in breach of applicable legislation;
7. removing trademarks, intellectual property notices or Alliance identifications;
8. using information generated by the Solution without proper tax, accounting or operational validation;
9. sharing access credentials among users;
10. using robots, scripts or unauthorized automation to access or extract data en masse.

Alliance may suspend, limit or block access in the event of misuse, security risk, default, breach of these Terms, legal order or the need to protect the Solution, the data or the other clients.

7. Alliance's responsibilities

Alliance will be responsible for:

1. providing TaxSphere in accordance with the contracted scope, version and conditions;
2. keeping the Solution operational, subject to the applicable service levels;
3. performing corrective, evolutionary and technical maintenance of the Solution, according to Alliance's prioritization criteria;
4. providing updates, improvements and fixes where applicable;
5. providing support for tickets related to the Solution, according to the contracted support regime;
6. adopting reasonable information security measures;
7. maintaining ownership and technical governance of the Solution;
8. defining the architecture, roadmap, functional design and evolution criteria of the product;
9. communicating scheduled unavailability, where applicable;
10. processing the Client's data and information in accordance with the contract, privacy policy and applicable legislation.

Alliance may change, enhance, replace or discontinue features, screens, integrations, technical components, flows, reports or resources of the Solution, provided that the general purpose of the product is preserved and the contracted conditions are observed.

8. Client's responsibilities

The Client will be responsible for:

1. ensuring that it has the right, authorization and legal basis to provide data to the Solution;
2. keeping the source data correct, complete and up to date;
3. providing key users and professionals able to validate tax rules, configurations, results and reports;
4. granting the accesses, permissions and profiles necessary for the integration and operation of the Solution;
5. keeping its SAP environments and corporate systems updated, available and technically adequate;
6. performing and validating unit, integration, regression and acceptance testing under its responsibility;
7. validating the results generated by the Solution before using them for decision-making, bookkeeping, filing of obligations or issuance of tax documents;
8. maintaining internal procedures for governance, security, segregation of duties and access control;
9. opening tickets with complete information, evidence, scenarios, screenshots, logs and data necessary for analysis;
10. promptly reporting any error, inconsistency, incident or misuse identified;
11. complying with the tax, accounting, legal and regulatory obligations applicable to its business;
12. ensuring that its Users comply with these Terms.

Incorrect, incomplete, inconsistent or outdated data in the source systems is the Client's sole responsibility.

9. Technical assumptions

The proper use of TaxSphere presupposes that the Client's source systems, SAP environments, integrations, master data, tax documents, configurations and databases are deployed, stabilized, updated and operating in accordance with the best practices of the respective manufacturers.

Unless expressly provided in a specific contract or proposal, the following are not part of the TaxSphere subscription:

1. deployment, update or upgrade of SAP systems;
2. application of service packs, enhancement packages or version upgrades;
3. deployment of new SAP modules or third-party systems;
4. configurations or corrections in source systems;
5. correction of existing customizations, including ABAP programs, BAPIs, BADIs, interfaces, jobs, custom reports or specific developments;
6. data cleansing, legacy loads, manual rebuilding of databases or data entry;
7. coordination of the Client's external suppliers;
8. handling of audits, summons, notifications or administrative defenses;
9. issuance of tax, fiscal, accounting or legal opinions;
10. on-site activities, except under specific contracting;
11. support for processes or companies not covered by the contract.

If a need is identified for intervention in objects, systems or processes outside the scope of the Solution, the activities may be treated as additional scope, upon a specific technical and commercial proposal.

10. Tax validation and absence of tax opinion

TaxSphere is a technology solution to support tax management. The Solution does not replace the analysis, validation and responsibility of the Client's tax, accounting, legal, fiscal, compliance or audit areas.

Alliance does not provide, through TaxSphere, any tax, fiscal, accounting or legal opinion. Recommendations, configurations, reports, alerts, reconciliations, calculations, dashboards and other information generated by the Solution must be evaluated and approved by the Client before any official use.

Responsibility for interpreting the applicable legislation, adopting tax positions, filing ancillary obligations, issuing tax documents, assessing taxes, bookkeeping and meeting legal deadlines will remain exclusively with the Client.

11. Legal, regulatory and functional evolution

Brazilian tax legislation, including rules related to IBS, CBS, ancillary obligations, layouts, government platforms and complementary regulations, may change.

Alliance may evolve TaxSphere dynamically and iteratively to reflect legal, technical, operational or market changes, subject to the criteria of technical feasibility, availability of official information, product sustainability and the collective interest of subscribing clients.

Every feature incorporated into the Solution under a subscription model should preferably have broad and generic applicability; Alliance is not obliged to develop specific, exclusive or tailor-made features for a single Client within the standard subscription.

Specific features, exclusive adaptations, particular integrations, custom reports not foreseen, the Client's proprietary rules or demands that are not broadly applicable may be treated as additional scope.

12. Support and tickets

Support for TaxSphere will be provided according to the contracted regime, preferably remotely, during business hours, Monday to Friday, except holidays, unless otherwise provided in the contract.

Tickets may be classified, according to their nature, as:

1. Question: guidance on the use of a feature;
2. Error or bug: a non-conformity that impacts the execution of a feature of the Solution;
3. Monitoring: analysis, survey or diagnosis of parameters, processing or results;
4. Assistance: joint analysis with the Client on procedures, adjustments or recommendations.

Alliance may request additional information, evidence, logs, screenshots, sample data, access to environments or support from key users to diagnose and handle tickets.

The response time may be impacted when there is a dependency on information, approvals, accesses, third parties, suppliers, government platforms, SAP services, source systems or any component under the Client's responsibility.

13. Service levels

The service levels applicable to TaxSphere will be defined in a proposal, contract, service order or equivalent instrument.

In the absence of a specific definition, tickets will be handled based on criticality, operational impact, the existence of contingency, tax risk and the scope of the occurrence.

The availability target of the Solution's production environment, when applicable and provided it is contractually established, will be measured monthly, excluding periods of scheduled maintenance, unavailability caused by the Client, third-party failures, unavailability of source systems, unavailability of government platforms, SAP services outside Alliance's management, force majeure events or situations outside Alliance's reasonable control.

Scheduled maintenance may be carried out for updating, correction, improvement, security, performance or evolution of the Solution.

14. Intellectual property

All intellectual property rights related to TaxSphere belong exclusively to Alliance or its licensors, including, but not limited to, software, source code, object code, architecture, interfaces, data models, generic rules, components, algorithms, documentation, methodologies, processes, flows, integrations, reports, dashboards, trademarks, names, logos, know-how and technical artifacts.

The Client receives only a limited, temporary right of use conditioned on the term of the subscription.

No provision of these Terms shall be interpreted as an assignment, transfer, sale, perpetual license or grant of intellectual property to the Client.

Suggestions, improvements, requests, ideas, recommendations or feedback provided by the Client may be used by Alliance to evolve the Solution, without this generating any obligation of remuneration, exclusivity, assignment of rights or restriction of use by Alliance.

15. Data, confidentiality and security

Alliance will process the Client's data in accordance with the purpose of the Solution, the contracted conditions, the applicable legislation and its privacy policy.

The parties shall keep confidential the technical, tax, accounting, commercial, strategic, operational and personal information accessed by reason of the contracting or use of the Solution.

Alliance will adopt reasonable security measures to protect the Solution and the processed data against unauthorized access, loss, alteration, destruction or improper disclosure.

The Client acknowledges that no system is absolutely immune to risks and must maintain its own internal controls for security, governance, backups, user management, segregation of duties and access monitoring.

16. Access to the Client's production environment

As a general rule, Alliance should not directly access the Client's production environments, except when necessary for diagnosis, sustainment, integration, monitoring or incident correction, always observing the Client's security and authorization rules.

When indispensable, access must be limited to what is necessary, preferably with a read-only profile, a defined period, recording of evidence and observance of the applicable security policies.

Alliance will not be responsible for problems arising from accesses, permissions or interventions granted by the Client in breach of technical recommendations, best practices or security policies.

17. Integration with third parties and government platforms

TaxSphere may depend on integration with SAP solutions, corporate systems, APIs, connectors, government platforms, tax environments, infrastructure providers and third-party services.

Alliance does not guarantee the availability, performance, continuity, content, accuracy, response, stability or operation of third-party systems, platforms, services or APIs that are not under its direct management.

Changes made by third parties, including changes to layout, authentication, API, endpoints, tax rules, government platforms or SAP components, may require adjustments to the Solution, technical replanning, connectivity updates or the contracting of additional services.

18. Limitation of liability

To the maximum extent permitted by applicable law, Alliance will not be liable for:

1. errors arising from incorrect, incomplete or inconsistent data provided by the Client;
2. tax, fiscal, accounting or legal decisions taken by the Client;
3. incorrect or untimely filing of tax obligations by the Client;
4. unavailability of the Client's systems, SAP solutions, government platforms or third parties;
5. failures of network, infrastructure, VPN, database, certificates, technical users or integrations under the Client's responsibility;
6. legal, tax, regulatory or technical changes not yet published, documented or officially made available;
7. customizations, configurations or developments existing in the Client's environment;
8. use of the Solution in breach of these Terms, documentation or Alliance's guidance;
9. loss of profits, loss of revenue, loss of opportunity, indirect, incidental, special or consequential damages.

Alliance's total liability, when demonstrably applicable, will be limited to the amounts paid by the Client for the subscription of the Solution in the 3-month period immediately preceding the event that gave rise to the claim, except for a different contractual provision or legal prohibition.

19. Payment, taxes and adjustments

The amounts, payment method, frequency, adjustments, applicable taxes and other commercial conditions will be defined in a proposal, contract, purchase order, marketplace or equivalent instrument.

Default may give rise to suspension of access to the Solution, blocking of features, interruption of support or termination of the contract, without prejudice to the collection of amounts due.

Taxes, withholdings, charges, adjustments and any impacts arising from legal changes may be treated in accordance with the applicable commercial and contractual conditions.

20. Term, suspension and termination

The term of the subscription will be defined in the applicable commercial instrument.

Alliance may suspend or terminate access to the Solution in the event of:

1. default;
2. breach of these Terms;
3. improper or unlawful use of the Solution;
4. risk to the security, stability or integrity of the Solution;
5. legal or regulatory requirement or order from a competent authority;
6. termination of the contract;
7. supervening technical or operational impossibility.

Once the contract ends, the Client must immediately cease using the Solution. Alliance may retain, delete, anonymize or return data in accordance with the contract, privacy policy, applicable legislation and the necessary technical deadlines.

Termination or end of the subscription will not grant the Client the right to receive source code, a perpetual license, internal documentation, intellectual property, copies of the Solution or proprietary technical artifacts.

21. Updates to the Terms

Alliance may update these Terms periodically to reflect legal, technical, commercial, operational or regulatory changes or evolutions of the Solution.

The current version will be made available on an official Alliance channel, the Solution's page, the SAP Store, the Client portal or another means defined by Alliance.

Continued use of the Solution after the publication of a new version of the Terms will be considered acceptance of the changes, except where specific formal acceptance is required.

22. Trademarks and references

SAP, SAP BTP, SAP S/4HANA, SAP ERP Central Component, SAP Fiori and other SAP marks are trademarks or registered trademarks of SAP SE or its affiliates.

The use of these marks in these Terms is for purely descriptive purposes and does not imply ownership, corporate association, representation, exclusivity or responsibility of SAP for TaxSphere, except where expressly stated in a specific instrument.

23. General provisions

Any tolerance by one party regarding the non-compliance of any obligation will not constitute a waiver of rights, a contractual amendment or novation.

If any provision of these Terms is deemed invalid or unenforceable, the remaining provisions will remain valid and effective.

These Terms do not establish a partnership, association, representation, agency, franchise, employment relationship or consumer relationship between the parties, being a business engagement between legal entities, where applicable.

24. Applicable law and jurisdiction

These Terms will be governed by the laws of the Federative Republic of Brazil.

Any disputes related to the contracting, access or use of TaxSphere will be resolved in accordance with the jurisdiction provided in the contract, proposal or commercial instrument signed between the parties. In the absence of a specific provision, the courts of the District of São Paulo/SP are elected, with waiver of any other, however privileged it may be.

25. Contact

Questions related to these Terms may be sent to:

Alliance Consultoria

Email: suporte@allianceconsultoria.com.br

Privacy channel: suporte@allianceconsultoria.com.br