Terms and Conditions of Use and Access to the POS

Terms and Conditions of Use and Access to the POS

Terms and Conditions of Use and Access to the POS
LAST UPDATE: 15/08/2025

By this instrument, on the one hand:

Phiz App Ltda, a limited company, with registered office at Avenida José Silva de Azevedo Neto, nº 00200, Bloco 3, Sala 101, Bairro Barra da Tijuca, Rio de Janeiro - RJ, CEP 22775-056, registered with the CNPJ under nº 49.815.811/0001-30, hereinafter referred to as "PHIZ";

and, on the other hand:

The CONTRACTING PARTY, as identified in PHIZ's electronic records,

enter into this private instrument of Terms and Conditions of Use and Access to the POS, which shall be governed by the terms and conditions set forth below.

By selecting the option "I have read and agree to the Terms and Conditions of Use and Access to the POS", the CONTRACTING PARTY declares, for all legal purposes, that it has read, understood and fully and unreservedly accepts the content of this instrument.

Preliminary Clause - Important:
This contract does not revoke, restrict or exempt the fulfilment of the obligations and responsibilities provided for in the Terms and Conditions of Use of the Phiz Services, which remain in full force and complement this document, for the purposes of regulating the use of the products and services offered by PHIZ.

It is recommended that you read this contract carefully and in its entirety before accepting it.

1. Definitions
For the purposes of interpreting these Terms and Conditions of Use and Access to the POS, the following definitions apply:

  1. Phiz Application: software created, developed and made available by Phiz to you.
  2. Payment Arrangement: set of rules and policies established to enable financial transactions, subject to regulation by the Central Bank of Brazil.
  3. Remote Service: communication and support provided by Phiz Pay through its official service channels.
  4. BACEN: Central Bank of Brazil.
  5. Brand: the company responsible for authorising the use of cards in commercial establishments, defining the rules for operating the credit card system in Brazil and abroad.
  6. Registration: process carried out by the Contractor on the Phiz website or application to request the POS.
  7. Official Channels: websites and other means made available for contacting Phiz.
  8. Card: payment instrument presented in the form of a plastic card, with credit and/or debit card functions, which can operate in post-paid or pre-paid mode, issued by an institution authorised and regulated by the Central Bank of Brazil.
  9. Chargeback (Payment Dispute): dispute filed by the cardholder or issuing institution against a transaction carried out by the Contractor.
  10. End Customer: consumer who uses the POS at the Merchant's establishment as a means of payment for the purchase of goods or services.
  11. Authorisation Code: specific code relating to an individual transaction, used for control and eventual cancellation of the operation when necessary.
  12. Commodatum: free loan of an intangible asset. For the purposes of this contract, it refers to the free loan of the POS by Phiz to you.
  13. Digital Account: payment account opened by the Contractor with the partner institution Pinbank, via the Phiz platform, whose registration, custody of funds and settlement are carried out in accordance with the rules of the Central Bank of Brazil.
  14. Contract: this instrument called Terms and Conditions of Use and Access to the POS.
  15. Accreditor: institution authorised by the card brand to enable the receipt of payments made through instruments issued by financial or payment institutions.
  16. Dispute: process of analysing and verifying the possibility of a reversal (refund) in the event of a payment dispute, taking into account all the circumstances presented at the time of the transaction.
  17. Means of Payment: ways in which consumers can pay for products and/or services purchased.
  18. PCI Council (PCI Security Standards Council): entity responsible for the risk management programmes sponsored by the card brands, with the aim of establishing minimum standards for the protection of sensitive cardholder information, as well as defining information security standards and rules applicable to the means of payment sector.
  19. Platform: set of electronic interfaces provided by Phiz, including the application, through which the Contractor accesses the products and services made available by the company.
  20. SIM Card: data chip provided by a telecoms operator, which allows the POS to connect to the internet and guarantees its proper functioning during operations.
  21. Sub-accreditation company: participant in the Brazilian payment arrangement which authorises you to accept payment instruments issued by other participants in the same arrangement, without, however, acting as the creditor party in the financial settlement process of the transactions.
  22. Tariff: amount owed by you to Phiz as consideration for the use of the products and services provided.
  23. Interchange Fee: amount retained by the card issuing institution when transferring the funds paid by the consumer to the accreditation company.
  24. Cardholder: a natural or legal person who uses a card as a means of payment for the purchase of goods and/or services at your establishment.

2. Object of the Contract
2.1. The purpose of these Terms and Conditions of Use and Access to the POS is to regulate the Contractor's authorisation in the Phiz App system, enabling the acceptance of means of payment, including the capture, transmission, processing of information and settlement of transactions carried out through the POS.

2.1.1 Your membership of the Phiz system is subject to our prior approval in accordance with our internal assessment criteria. You must submit all documentation required for analysis, including, but not limited to, information about your final beneficiaries, as required by current Central Bank of Brazil (BACEN) regulations. Phiz reserves the right to request additional information at any time for internal analysis purposes or to comply with current or future regulatory requirements established by BACEN.

2.2 The Contractor is prohibited from assigning, lending or transferring to third parties any equipment, software or materials received on loan under the terms of this contract. In the event of non-compliance, the Contractor shall be liable for all losses and damages caused to Phiz and/or third parties as a result of the irregular behaviour.

3. Contractor's obligations
3.1 The Contractor's obligations are:

  1. To ensure the safekeeping, integrity and conservation of the equipment supplied by Phiz;
  2. Provide Phiz with all information requested, including, but not limited to, registration and bank details, as well as any other data that may be required during the provision of the services, which may be requested at any time;
  3. Keep the information mentioned above up to date throughout the term of this contract, submitting it promptly to Phiz whenever requested;
  4. Fully assume all commercial responsibilities, exempting Phiz from any damages, losses or burdens arising from the provision of the equipment, including after the end of the contractual term;
  5. Reimburse Phiz for any costs it may incur as a result of the fulfilment of third party orders relating to the Contractor, including, but not limited to, the fulfilment of court orders, blockages, attachments or other judicial or extrajudicial measures;
  6. To be fully and unrestrictedly liable for unfulfilled tax (or other) obligations, in accordance with applicable law, and undertake to indemnify Phiz against any claims or demands (judicial or extrajudicial) relating to such obligations, provided that the resulting damage is proven;
  7. Issue the cardholder with an invoice, receipt or other proof corresponding to the transaction carried out, containing the details of the purchase and the products and/or services supplied, under the terms of the legislation in force;
  8. Inform the cardholder that Phiz is a payment facilitation company and that it assumes no responsibility for transactions, including, but not limited to, the quality and nature of the products or services offered, prices, discounts or warranty conditions practised at its establishment.

3.2 The Contractor is prohibited from carrying out the following operations:

  1. Transactions that do not correspond to your CNAE and/or the branch of activity informed at the time of registration with Phiz, even if they are contemplated in your corporate purpose;
  2. Transactions related to activities that violate current national or international legislation or regulations, as well as transactions prohibited by payment arrangements;
  3. Transactions carried out when the Contractor's registration status is suspended, cancelled or invalid before the Federal Revenue Service, the Treasury Department or other competent bodies;
  4. Undue instalment payments for the same product or service in multiple transactions on the same credit or debit card;
  5. Refunding or offering any value to the cardholder as a way of inducing them to carry out the transaction, without prior authorisation from Phiz, characterising possible fraud with the use of the capture equipment;
  6. Use another contractor's account to market their own products or services, or allow third parties access to their account.

3.3 Failure to comply with the obligations set out in this clause, as well as the other contractual provisions, may result in Phiz suspending and/or blocking the Contractor's services, for an indefinite period and without the need for prior notice.

3.3.1 In the event of suspension and/or blocking of services, Phiz may, at any time, unilaterally terminate this contract by sending notice, without prejudice to the adoption of appropriate legal measures.

3.3.1.1 In the event of contract termination, the Contractor must pay in full any debts owed to Phiz.

3.4 Once the cause for suspension and/or blocking has been resolved, the Contractor's services may be reactivated upon notification from Phiz.

3.5. The Contractor shall be solely and fully responsible for the payment of all taxes, charges and ancillary obligations arising from the use of the equipment made available, and Phiz shall be exempt from any liability that may be attributed to it by a competent authority due to the act or omission of the Contractor. Should Phiz be held liable, the Contractor undertakes to reimburse it for all expenses incurred.

3.6. You acknowledge that Phiz is not a party to the legal relationship established between you and the cardholder, and that it has no responsibility for the content of the transactions carried out.

4. Phiz's obligations
4.1 Phiz is responsible for:

  1. Carry out preventive and corrective maintenance on the equipment supplied, and may charge the Contractor for the cost of replacing parts, accessories and components if misuse is found;
  2. Provide the Contractor with receivables anticipation services via remote service;
  3. Ensure the proper maintenance and operation of the Phiz system, except in the event of unforeseeable circumstances or force majeure, as well as failures resulting from the sole fault of the Client and/or third parties.

5. Equipment
5.1. Phiz will provide the Contractor, on a loan basis, with transaction capture equipment, the model and value of which will be determined in accordance with the contracted plan, selected by the Contractor via the website and/or application.

5.2 Prior to acceptance of this contract, you will have access to the specifications of the equipment model, the choice of which is your sole responsibility, as well as payment of the corresponding authorisation fee.

5.3 Phiz shall not be liable for any equipment, materials or services of any kind purchased or contracted by the Contractor from third parties, even if related to the provision of the services described in Clause 2 hereof.

5.4 The Contractor shall be solely responsible, at its own expense, for the safekeeping, maintenance and cleaning of the equipment, and shall protect it against damage, misuse, destruction, violation, interference, accidents, misappropriation, or any malfunction caused by third parties, including those resulting from acts of God or force majeure.

5.4.1. The Contractor must maintain effective control over transaction capture equipment, and Phiz may at any time require the submission of an up-to-date inventory containing at least:

  1. serial number;
  2. terminal or installation point;
  3. reason for replacement;
  4. serial number of the replacement equipment.

5.5. The Contractor shall be liable for any seizure, removal, blocking, sealing, confiscation or auctioning of equipment by agencies or authorities, when arising from an act or omission for which it is responsible.

5.5.1 The Contractor shall bear the costs of repairing, replacing or releasing the equipment, including transport costs for return to Phiz or collection by Phiz.

5.5.2 The Contractor shall be liable for any fines or penalties imposed by the competent authorities on Phiz and/or the Contractor itself as a result of improper or incorrect use of the equipment.

5.5.3 In any such event, the Contractor shall immediately notify Phiz, providing all data and characteristics of the affected equipment, including the serial number, as well as taking all necessary measures to preserve Phiz's interests.

5.6. The Contractor may only use the equipment in accordance with current legislation and the technical specifications provided by the manufacturer, which will be made available by Phiz at the time of contracting. Any modification to the equipment is prohibited without Phiz's express prior written authorisation.

5.7 The Contractor is expressly prohibited from:

  1. Use the Equipment at a location other than the address registered in Phiz's system. In the event of a change of address, the Contractor must notify Phiz in advance, under penalty of suspension or blocking of services due to divergence in geolocation;
  2. Use equipment belonging to another contractor, whether supplied by Phiz or by third parties;
  3. assign, lend or make available to another contractor equipment registered in your name or in the name of your company, without prior and express authorisation from Phiz.

6. Receipt of monies
Amounts relating to transactions carried out using POS equipment will be credited to the Digital Account opened and maintained by the Contractor with the PhizPay platform's partner institution, Pinbank, in accordance with the applicable regulatory terms. This account and the respective financial settlement processes are fully operated and managed by Pinbank, an institution duly authorised and regulated by the competent authorities, under the terms of current legislation.

7. Equipment hire
7.1 Phiz may also make equipment available for hire to the client, with a view to carrying out functionalities related to technological solutions. Hire will be subject to the services offered by Phiz and will depend on prior approval at its sole discretion. Once the purchase or rental order has been accepted, the equipment(s) will be sent to the address provided by the customer in their registration. Where applicable, delivery of the equipment(s) will only be deemed to have been completed once the amounts due have been paid in full.

7.2 The customer may request that one or more devices under their responsibility be linked to their account on the Phiz platform. The request will be analysed by Phiz in accordance with its internal criteria and corresponding fees may be charged. Phiz reserves the right to approve or reject the request, regardless of the reasons.

8. Transactions
8.1. Transactions carried out using the equipment must comply with all the terms of this Agreement, as well as any operational and security rules established by Phiz, the Card Brands, the institutions participating in the payment arrangements, and applicable legislation.

8.1.1 The transaction will only be finalised if it is approved by Phiz, the respective Brand and the issuing financial institution, and provided that it complies with the contractual conditions and the operational and security rules in force on the date of the transaction.

8.1.2 Transactions must be carried out exclusively with cards from Flags authorised by Phiz.

8.2 Transactions may only be carried out by the cardholder, by entering a password, by tapping (NFC) or by other technologies available on the card that are compatible with the equipment supplied by Phiz.

8.2.1 You will be responsible for checking the card details and verifying the cardholder's personal identification document in all transactions.

8.2.2 You undertake to comply with all the security requirements laid down by Phiz, the Merchants and the PCI Security Standards Council.

8.3 You shall be fully liable for any unlawful act, fraud or damage arising from your failure to comply with Clause 7.2 or the due diligence obligations set out in this Agreement.

8.4 The Contractor is prohibited from carrying out the following transactions:

  1. with a card belonging to a third party;
  2. when the cardholder's signature does not coincide with the signature on the card or their identity document;
  3. with a card that is expired, damaged, altered or shows signs of irregularity;
  4. which are not directly related to the products or services provided by the Contractor, according to their economic activity registered with Phiz;
  5. related to illegal activities or activities that violate current legislation;
  6. carried out on behalf of multiple contractors or with a sub-accreditation configuration;
  7. with a card held by the Contractor, except for previously agreed test transactions.

8.5. The Contracting Party shall be solely responsible for resolving directly with the carrier any disputes relating to products or services offered, including defects, returns or delivery failures, as provided for in Clause 3.1(V), with Phiz being exempt from any liability in relation to such matters.

8.6 Transactions that do not comply with this Agreement, applicable rules or current legislation will not be authorised or may be subject to reversal, and will subject you to the penalties provided for, including suspension or closure of your account, in accordance with Clause 3.3.

8.6.1 If there are indications of fraud or illicit activity, Phiz may withhold the amounts relating to suspicious transactions for up to 180 (one hundred and eighty) days from the termination of the contract in order to verify the existence of chargebacks, cancellations or disputes.

8.6.1.1. After the above period has elapsed, the Contracting Party may request Phiz to pay any remaining balance.

8.7. The Contracting Party acknowledges and accepts that Phiz may, at its sole discretion, modify the procedures for executing transactions, with a view to improving security, updating services or enhancing the products offered. Phiz may also replace the readers with new equipment with additional features or functionalities, upon prior notice through the support channels.

8.7.1. If the Contracting Party does not agree with the aforementioned changes, it may request termination of the Contract, in accordance with Clause 17.5.

8.8. According to the fraud and dispute monitoring parameters defined by Phiz and/or the Card Brands, if the Contracting Party reaches limits considered excessive or atypical for suspicious transactions, it will be notified to immediately adopt corrective measures.

8.8.1. If the rates of anomalies or disputes are not reduced, this Agreement may be terminated, without prejudice to the other penalties provided for.

8.9. If fraud or deliberate participation by the Contractor, its employees, contractors or representatives in any illegal conduct is proven, Phiz may immediately terminate the Agreement, applying the penalties provided for in Clauses 12.1 and 12.2, in addition to the applicable legal sanctions.

8.10. The Contractor shall be responsible for calculating, withholding and paying to the competent authorities all taxes levied on transactions or on the provision of services, exempting Phiz from any tax liabilities. If required by a competent authority, Phiz may report the Contractor's account data and transaction history.

8.11. The Contracting Party shall provide the bearer, under its sole responsibility, with an invoice, receipt or other proof containing the details of the transaction and the goods or services provided, as required by law.

9. Tariffs
9.1. The fees applicable to products and services are available on the Phiz app and website and can be consulted at any time by the Contracting Party.

9.2. Phiz may, at its sole discretion, increase, reduce and/or eliminate existing fees, as well as institute new fees and define and/or change their values, including charging for services that were previously free of charge. In the event of changes, the Contracting Party will be notified in advance and informed of the deadline for accepting the changes, in accordance with current legislation.

9.3. The Contracting Party acknowledges and agrees that Phiz may, at any time, deduct from its Digital Account and/or financial schedule, or charge by any other legally permitted means, the amounts related to fees, charges, services, fines, penalties, indemnities and other charges provided for in this Agreement, in the regulations of the payment arrangements or the Card Brands.

9.4. In the event of an increase in the interchange fees owed to the issuing institutions, the Card Brand fees and/or legal or regulatory changes that impact transactions, the Contracting Party agrees that Phiz may automatically adjust the fees charged to reflect such changes, by means of communication through its official channels.

9.5. The Contracting Party shall also be responsible for paying the following fees, which can be consulted at any time on the Phiz app and will be charged as the respective triggering events occur:

  1. Membership fee: a one-time fee paid by the Contracting Party to Phiz for each piece of equipment requested on a loan basis, as a condition for access to the services described in this Agreement. The amounts, conditions, and terms of membership are provided by Phiz and accepted by the Contracting Party at the time of request.
  2. Settlement fee: amount due for each settlement of transaction amounts in the Contracting Party's bank account, whether by credit or debit, as per the commercial agreement established between the parties.
  3. Chargeback fee: amount charged for each transaction dispute procedure (chargeback), referring to the analysis, processing and conclusion of the process.
  4. Transaction cancellation fee: amount charged for each transaction cancellation request, referring to analysis and processing costs, as per commercial negotiation.
  5. Connection/data fee: fee applicable to the use of the data chip (3G, 4G and/or 5G). Initially free, it may be charged after one (1) year of use.
  6. Extraordinary cycle settlement fee: fee charged on each transaction settled outside the standard cycle established by the payment arrangement, in less than the usual time frame.
  7. Receivables advance fee: fee applicable to receivables advance operations. Phiz will inform the costs in advance, taking into account variables such as the amount advanced and terms. Requests made on business days, within the stipulated hours, will be subject to the price of the day.
  8. Equipment return fee: amount due for each request for equipment return by the Contracting Party. If the return occurs at a location indicated by Phiz, this fee may be waived.
  9. Operational fees: amounts charged for performing specific controls on transactions or amounts owed to Phiz, including those related to compliance with court orders, blocks, liens, seizures or other administrative or judicial proceedings. These may be charged monthly or per event, as decided by Phiz and based on commercial negotiation.
  10. Equipment rental fee: monthly amount owed by the Contracting Party to Phiz for the rental of each POS, as per commercial negotiation.

10. Anticipation of Receivables
10.1. The Contracting Party may request Phiz to advance the receivables arising from sales transactions carried out at its commercial establishment through POS. Acceptance of the advance request shall be at Phiz's sole discretion.

10.1.1. The decision on whether or not to accept the advance request shall be communicated to the Contracting Party within two (2) business days, indicating the deadline and conditions for receiving the amounts.

10.2. The negotiation of the advance payment of receivables must comply with the following minimum requirements:

  1. the negotiation will always be onerous, i.e., not free of charge;
  2. the advance payment price established by Phiz shall apply; and
  3. the receivables transferred and/or negotiated must always be related to payment transactions and free of any encumbrance, lien or ownership restriction, unless previously authorised by Phiz.

10.3. For the purposes of this Agreement, the assignment of receivables shall be deemed effective, representing irrevocable and irreversible discharge by the Contracting Party, at the moment when the net amounts (after deduction of charges and the price of the transaction) are credited to the Contracting Party's bank account (BANK ADDRESS) on the date agreed with Phiz.

10.3.1. If the Contracting Party unduly receives any amounts relating to receivables already assigned, it shall transfer them to Phiz within 24 (twenty-four) hours, provided that the transaction was carried out through Phiz.

10.4. The Contractor is responsible for the legality and compliance of the transactions that generate the negotiated receivables, as well as for their compliance with the terms of this Agreement. Otherwise, such receivables shall be subject to reversals, debits or cancellations within the terms provided for in this Agreement, even if they have already been subject to advance payment.

10.5. For the purposes of receivables advance operations carried out through the Phiz system, the following definitions apply:

  1. Advance Payment of Receivables: transaction carried out through the assignment, by the Contracting Party to Phiz, of future credit rights, definitively transferring ownership of the amounts, which cease to be part of the Contracting Party's assets.
  2. Request for Advance Receivables: the Contractor may request partial or total advance payment of the receivables listed in its FINANCIAL AGENDA, informing the dates of the receivables from card transactions. Phiz will analyse the request, according to its criteria or those of third parties designated by it, and will inform the Contractor of the feasibility of the operation and the net amount to be paid. If accepted, the amount will be credited to the account within the agreed period, after deducting the transaction charges and other amounts due to Phiz. Even if approved, the advance may only be made partially, according to Phiz's risk criteria.
  3. Price of the Advance on Receivables: amount informed by Phiz at the time of the request, considering factors such as the amount to be advanced, receivables terms, among others. Requests made on business days, within the informed hours, will be subject to the price in effect on the same day.
  4. Channels: requests may be made through the channels provided by Phiz, such as the website, call centre, among others. Phiz may, at any time, modify or expand the available channels, in accordance with its Terms of Use.
  5. Validation of the Transaction: for the transaction to be effective, the Contracting Party must meet all security requirements demanded by Phiz, such as passwords, data confirmations, submission of documents, recordings, or any other procedure it deems necessary. The Contracting Party expressly authorises Phiz to use such elements to prove the completion of the transaction, including before third parties.
  6. Responsibility for Assigned Receivables: the Contracting Party declares that it is fully responsible for the existence, legality and regularity of the assigned receivables, including in relation to any reversals, debits, disputes or cancellations. In the event of any of these occurrences, the Contracting Party shall fully indemnify Phiz, with monetary adjustment by the IGP-M/FGV and interest of 1% (one per cent) per month. The amount may be deducted from the Contracting Party's FINANCIAL AGENDA or debited directly from its BANK ACCOUNT.
  7. Cancellation: once the advance payment of receivables has been completed, it cannot be cancelled by the Contracting Party.
11. Transfer of transaction values to the Contracting Party
11.1. The Contracting Party authorises Phiz to transfer to it, by means of a credit to its Phiz digital account, the net amounts of transactions carried out with debit and credit cards, in accordance with the form and term defined and registered in the Phiz system.

11.1.2. The credit of the amounts in the Contracting Party's digital account shall be considered as settlement of Phiz's financial obligations arising from the transactions, except in the cases of cancellation, reversal and/or debit provided for in this Agreement.

11.2. If the date scheduled for the transfer of the net amounts of the transactions coincides with a holiday or non-banking day, the payment will be made by Phiz on the next business day.

11.3. The transfer of the transaction amounts to the Contractor will depend on the regular functioning of the Interbank Payment Chamber (CIP) system. In the event of force majeure, any failures or interruptions in the aforementioned system may affect payments to the Contractor, without this implying any burden or penalty to Phiz.

11.3.1. Payment will be made to the Contractor after Phiz confirms that the inconsistencies in the CIP system have been duly corrected.

11.4. Except as provided in clause 10.3, if payment is delayed for more than 30 (thirty) business days due to force majeure, Phiz undertakes to pay the Contractor the following additional charges, calculated in proportion to the period of delay:

  1. a late payment penalty of 1% (one per cent) per month; and
  2. monetary adjustment based on the IPC/FGV index.

11.5. The Contractor shall have a period of thirty (30) calendar days from the date of transfer of the amounts to point out any discrepancies regarding the amounts received.

11.5.1. After the above period has elapsed, without any statement from the Contractor, it will be assumed that all transfers were made correctly, and the respective amounts will be considered automatically, irrevocably, irreversibly and definitively settled.

12. Chargeback disputes, cancellations and reversals
12.1. The Contracting Party acknowledges that all transactions carried out through the equipment are subject to chargeback disputes, disputes and cancellations, in which case, if the amounts have not yet been paid, Phiz may withhold payment to the Contracting Party; and, if they have already been settled, they may be reversed.

12.2. The provisions of this article apply exclusively to transactions carried out on the equipment and contested by the cardholder with the issuing financial institution, a right guaranteed to the cardholder according to the rules of the issuing card brand.

12.3. Phiz will notify the Contractor of any receipt of a dispute, chargeback or cancellation notification through its official support channels.

12.4. Upon request, the Contracting Party shall send Phiz, within a maximum of 5 (five) calendar days from the date of the request, a legible and unaltered copy of the proof of sale, as well as any additional documents proving the delivery of the product or the provision of the service. Failure to send the documents within the specified period may result in non-payment of the transaction. After submission, Phiz will review the material for compliance with the payment arrangement rules and may approve or reject the document.

Examples of proof include, but are not limited to:

  1. proof of purchase debit;
  2. description of the incident; and
  3. proof of communication with the buyer.
12.5. If Phiz identifies an excessive volume of disputes or chargebacks in relation to the Contractor, it may request additional information, which must be responded to within five (5) business days.

12.5.1. Failure to meet the deadline may result in the suspension or termination of services as provided for in clause 3.

12.6. The issuance of the authorisation code by Phiz does not constitute a declaration of compliance with the transaction. If an irregularity is subsequently identified that results in the reversal or non-payment of the transaction, suspensions or blocks may be applied.

12.7. Transactions carried out, even if authorised, may be refused or cancelled by Phiz at any time, without prior notice, in the following cases:

evidence of irregularities, illegalities or fraud, or non-compliance with the contract and applicable legislation;
dispute by the cardholder due to suspicion of fraud or illegal activity;
non-compliance by the Contracting Party with the contractual provisions, the Phiz account regulations, the payment arrangement rules and other applicable rules.
12.8. If the dispute is not resolved with the issuing financial institution and the amount has been transferred to the Contracting Party, Phiz reserves the right to withhold future equivalent amounts or issue a bank slip for reimbursement.

12.8.1. If the default persists for 30 (thirty) days, Phiz may take all appropriate legal measures for collection, including suspension, blocking, cancellation, or termination of the commercial partnership in accordance with clause 3.

12.9. The Contractor shall keep the original sales receipts and documents proving the delivery of goods or provision of services on file for a minimum period of eighteen (18) months from the date of the transaction.

12.10. The Contractor may request the cancellation of credit and debit card transactions within a maximum of one (1) business day after the transaction is made. Cancellation will be at Phiz's sole discretion, considering the Contractor's financial availability in the financial schedule and/or digital account. The request may be made:

  1. through Phiz support channels, at any time;
  2. directly through the equipment, provided that it is on the same day as the transaction.

12.11. In case of non-compliance with contractual obligations, transactions may be cancelled and amounts refunded to end consumers, with Phiz being exempt from liability in the following situations:

  1. payment dispute by the cardholder or financial institution;
  2. disputes relating to the quality or delivery of products/services not resolved between the Contracting Party and the consumer;
  3. operational errors or duplicate transactions not cancelled in a timely manner;
  4. legal determinations of blocking, attachment or other judicial restrictions;
  5. rejected and uncancelled transactions;
  6. proof of fraud or illegality in accordance with legislation;
  7. suspicious or excessive transaction volume according to card brand parameters.

12.12. In such cases, the Contractor acknowledges and accepts that the disputes arise exclusively from the products and services provided by it, exempting Phiz from any liability related to the quality, nature or commercial conditions of the goods and services.

12.13. In the event of a return, reversal or refund of amounts paid to Phiz, the Contracting Party shall refund them plus monetary correction (based on the IGP-M/FGV index from the date of payment or enforceability), interest of 1% (one per cent) per month or proportional, a penalty of 5% (five per cent), operating fees and other losses and damages, within 30 (thirty) days. Payment shall be made by bank slip indicated by Phiz or deposit into the indicated account.

12.13.1. Failure to comply with the deadline shall subject the Contractor to suspension, blocking and/or termination of the contract, in addition to compensation for amounts due in future transfers and other applicable legal measures, including reimbursement of costs for the preservation of Phiz's rights.

12.13.2. In cases of bankruptcy, judicial or extrajudicial reorganization, or insolvency of the Contracting Party, the above deadlines shall not apply, and Phiz may collect directly as provided for in Law No. 11,101/2005, using all legal means for collection.

13. Prohibitions
13.1. The Contracting Party or its authorised agents are expressly prohibited from using Phiz's services for illegal purposes, prohibited by applicable law, or in violation of this Agreement and the 'Terms and Conditions of Use of the Phiz Account – Business Mode'.

13.1.1. The Contractor is prohibited from:

Accepting transactions with cards that are not in the name of the actual holder, i.e., the Contractor may only carry out transactions with customers who are the actual holders of the cards used. Otherwise, the Contractor shall bear all risks of indemnification and/or compensation for damages caused to Phiz of any nature.

13.1.2. It is prohibited to provide services that may be interpreted as cash advances, financing, self-financing, money laundering, loans or similar, as well as any activities that violate Brazilian law or Phiz policies.

13.1.3. Any conduct that may damage Phiz's reputation or image is prohibited.

13.2. If Phiz identifies any violation of the above prohibitions or other provisions of this Agreement, it may apply the sanctions provided for in Article 4 (note: possibly referring to Article 3.3, which deals with suspension and termination), including suspension, blocking, cancellation and/or termination of the commercial partnership with the Contractor.

14. Connectivity
14.1. The Contracting Party acknowledges and agrees that Phiz's transaction capture devices (varying depending on the model) use a wireless connection (via Wi-Fi network or SIM card inserted into the reader itself) to process transactions, and that it is entirely responsible for the availability and compatibility of the internet connection appropriate to the characteristics of the equipment.

14.2. Phiz may provide devices with internet access free of charge (not charging for the SIM card or data traffic generated by the Contracting Party), but may, however, discontinue such provision and begin charging for the resulting costs upon 30 (thirty) days' prior notice.

14.3. If the Contracting Party does not carry out any transactions for ninety (90) days, connectivity may be deactivated. To reactivate the POS connection or replace the SIM card, the Contracting Party must contact Phiz through the official support channels.

15. Confidentiality
15.1. Phiz and the Contracting Party undertake to maintain absolute confidentiality regarding all information, data or standards to which they have access during the provision of services, as provided for in the General Data Protection Law (Law No. 13,709/2018), including, but not limited to, information related to transactions, cardholders, card data and commercial conditions applied, using them exclusively for the purposes of this contract.

15.2. Data collected by Phiz via the application and capture devices will be treated in accordance with its privacy policy.

15.3. The Contractor undertakes to comply with all information security requirements established by Phiz and the competent authorities, storing only authorised data relating to cardholders and transactions.

15.4. The security and confidentiality obligations set forth in this article, as well as those defined by anti-fraud solutions or card regulations and by Phiz itself, extend to service providers, third parties and employees hired by the Contractor. The Contractor authorises, if requested, audits by Phiz or designated third parties to verify the security procedures of the Contractor and its partners.

15.5. Failure to comply with the obligations of this article will subject the Contractor to the penalties provided for in the contract, without prejudice to civil and criminal liability, compensation for losses and damages to its customers, and any damages suffered by Phiz to its equipment.

15.6. The confidentiality obligations shall remain in force during the term of the commercial relationship and after the termination of the contract, as long as the confidential information does not become public for any reason.

16. Intellectual Property
16.1. The Contracting Party acknowledges and agrees that Phiz is the sole owner of all intellectual property rights related to the platform's products and content, and that the Contracting Party has no rights to such assets.

16.2. The Contracting Party declares that it owns all intellectual property rights to its website and/or application, as well as its trademarks and commercial signs.

16.3. The Contracting Party acknowledges that all intellectual property rights used in the application, in other electronic channels provided, as well as in the materials created and made available, belong exclusively to Phiz.

16.4. Phiz's intellectual property rights include, but are not limited to:

  1. Trademarks, trade names, service names, slogans, trade dress, logos, internet domains, and other distinctive signs, as well as their applications, registrations, renewals, and extensions;
  2. Patents, patent applications, and all related renewals, utility models, supplementary certificates, applications, and extensions;
  3. Industrial design registrations and applications, including renewals and extensions;
  4. Copyrights, computer programs, layouts, forms of presentation, color combinations, source codes, and their related registrations and applications;
  5. Trade secrets and know-how.

16.5. The Contracting Party undertakes not to infringe, copy, or imitate any of Phiz's intellectual property rights, either in whole or in part.

17. Fraud and Suspected Fraud
17.1. To prevent fraud, money laundering, and concealment of assets, Phiz reserves the right to continuously monitor transactions and request additional documents and information from the Contractor at any time.

17.2. Phiz may require supporting documents for the activities carried out, in order to clarify any doubts regarding unauthorised practices and/or assess whether the Contractor is authorised to carry out a certain activity (when such activity requires authorisation or certification from public bodies or commissions). If there is suspicion or confirmation of a breach of this contract, the commercial relationship may be suspended or terminated, and the contract may be terminated as of right.

17.3. Phiz may take administrative and legal measures directly, in conjunction with the competent authorities, to investigate suspected fraud and other illegal practices.

17.4. The Contractor hereby authorises Phiz or its contracted third parties, within the legal limits and exclusively for the purposes of this document, to verify the authenticity of the data and documents provided by any means.

18. Term and Termination
18.1 This contract shall come into force from the date of acceptance by the Contractor and shall remain valid for an indefinite period.

18.2 Either party may terminate this agreement at any time, for any reason (including change of business intent), by giving the other party at least thirty (30) calendar days' written notice, without any charge or penalty. The parties remain liable for all transactions and/or obligations assumed until the effective date of termination of the services.

18.2.1 Regardless of who requests termination, the Contractor must return the equipment to Phiz within the previously agreed terms and conditions, under penalty of default in all legal senses, without the need for prior notice. In addition, the Contractor undertakes to indemnify Phiz for the full value of the equipment, without prejudice to any losses or damages.

18.3 In the event of termination of the services for any reason, Phiz shall pay any amounts due to the Contractor within the time limits set out in the contract, which shall represent full discharge of the contractual obligations. The Contractor shall immediately pay or return any amounts owed to Phiz, as well as return the equipment and other goods belonging to Phiz and in its possession, in perfect condition, as stipulated herein, without prejudice to the application of applicable damages.

18.4 In the event that either party is declared or applies for bankruptcy, judicial reorganisation, extrajudicial reorganisation or is insolvent, or is the subject of any creditors' proceedings, the provision of services shall be automatically suspended, without the need for prior notice, judicial or extrajudicial notification.

18.5 Furthermore, Phiz may immediately terminate the provision of the Services, without prior notice, if you:

  1. Is prohibited from opening or maintaining a bank account, or for any reason does not have a Phiz digital account to receive the amounts relating to card transactions;
  2. Carry out transactions considered illegal or fraudulent, violate this Agreement or attempt to circumvent any operational or security rules or requirements of Phiz, the institution initiating the payment arrangement or municipal, state or federal legislation;
  3. Does not maintain its CNPJ active before the Internal Revenue Service;
  4. Does not pass on amounts due to Phiz in accordance with the services provided;
  5. Practise or attempt to practise unlawful, fraudulent or improper acts, violate any clause of this agreement, attempt to circumvent legal norms, rules or requirements of Phiz or the card brands, or any municipal, state or federal norms;
  6. Provides false information, including registration data, or fails to update it within 30 (thirty) days of changing it.

18.6 The provision of services may also be immediately terminated if the Contractor, without Phiz's authorisation:

  1. Transfers, assigns, lends or gives to third parties the application, transaction capture devices or any other materials received under this agreement;
  2. Use third party devices (application, readers) or materials not authorised by Phiz;
  3. Assign all or part of any rights or obligations arising hereunder to third parties;
  4. Does not pass on amounts due under the contractual clauses.

The prohibitions set out in this article apply, where applicable, to subsidiaries and companies in the same economic group as the Contractor.

18.7 On Financial Services and Platform Liability

Phiz acts as a technological platform provider, helping users to carry out receipt, settlement and transfer operations through digital accounts opened by the partner financial institution Pinbank. Phiz is not a financial institution, does not have a financial licence and does not directly operate the settlement of funds. All operations, banking and regulatory processes relating to financial accounts are carried out by the licensed Pinbank institution, as regulated by the Central Bank of Brazil (BACEN).

19. Final Provisions
19.1 The Contractor acknowledges that Phiz will comply with all applicable municipal, state and federal laws, regulations and standards, will provide the necessary reports relating to the transactions and operations carried out by the Contractor, and will observe all the provisions of the circulars issued by the Central Bank of Brazil.

19.2 Any forbearance, delay or failure to exercise any right provided for in this contract shall not imply waiver, novation or tacit modification of this instrument. Amendments will only be valid upon signature of a written document by both parties.

19.3 This contract does not establish a corporate, labour or social security relationship between the parties, their shareholders, parent companies, affiliates and/or employees. The Contractor fully assumes all obligations arising from current legislation, including, but not limited to, labour, social security and tax obligations.

19.4 All the clauses of this contract shall be binding on and extend to the successors and authorised assignees of the Contractor and Phiz, who shall be responsible for the faithful fulfilment of the obligations. Should any clause or provision be deemed invalid or unenforceable, the others shall remain valid and enforceable.

19.5 Phiz may propose changes, additions and amendments to this contract, or enter into a new contract to be accepted by the Employer. In the event of your refusal, this contract will be automatically terminated (by operation of law).

19.6.1 The clauses of this contract shall come into force on the date of their publication, fully revoking any previous contracts, amendments, agreements or documents on the same subject. Revocation does not imply discharge, nor does it release the parties from the fulfilment of outstanding obligations related to the revoked documents.

19.7 The invalidity, nullity or unenforceability of any clause or provision shall not affect the validity of the others. Invalid clauses shall be replaced by others which, as far as possible, reflect the economic and legal objectives originally intended by the parties.

19.8 All communication from Phiz to the Client will be sent to the electronic or physical address provided in the registration form, and it is the Client's responsibility to keep these details up to date.

19.9 The following documents form part of this agreement, as applicable: Terms and Conditions of Use of Phiz Services, Phiz Privacy Policy, rules and procedures of the Central Bank of Brazil (BACEN) and all current national legislation.

19.10. This agreement is governed by Brazilian law and shall be construed and enforced in accordance with Brazilian law.