INTERPRETATION
1.1 In these Terms and Conditions, the following expression shall have the following meanings except where the context otherwise requires.
Business Day: a day upon which banks in the city of Quatro Barras, State of Paraná, Brazil, are open for the transaction of normal business.
Company: CPL Aromas do Brasil Ltda., a limited liability company headquartered at Rua Antônio José Dias Pires, 200, B. A – Door 1, Campo do Fundo, City of Quatro Barras, State of Paraná, Zip Code 83420-000, Brazil, enrolled with the Corporate Taxpayers Registry of the Ministry of Finance (“CNPJ/MF”) under No. 33.487.840/0001-80.
Contract: any agreement between the Company and the Customer for the sale and purchase of the Products incorporating these conditions.
Customer: any individual person or legal entity who purchases the Products from the Company.
Delivery Note: the document (in either hard copy or electronic format) produced either by the Company or by its appointed agent for carriage in relation to Products that is to be provided, on request of the Customer, to it after the time the goods are delivered to the Delivery Point.
Delivery Point: the location specified on the Order or, if different, which has been accepted by the Company in any Order Acknowledgment.
Expenses: any out-of-pocket costs directly or indirectly incurred by the Company in connection with the fulfilment of an Order, including (without limitation):
(a) postage, packaging, carriage, freight, storage and handling charges each as specifically set out on the Order Acknowledgment.
(b) insurance premiums or other costs (if any) as set out on the Order Acknowledgement.
(c) the cost of converting any other currency into Brazilian currency.
(d) banking charges applicable to the payment method or system used by the Customer.
(e) value added tax or any other applicable sales tax, including but not limited to ICMS (Imposto sobre Circulação de Mercadorias e Serviços – current value added like tax in force), IPI (Imposto sobre Produtos Industrializados – Excise Tax), PIS (Programa de Integração Social – social contributions) and COFINS (Contribuição para o Financiamento da Seguridade Social – social contributions), currently in force, as well as IBS (Imposto sobre Bens e Serviços – VAT tax) and CBS (Contribuição sobre Bens e Serviços – VAT contribution), to be levied jointly with the former taxes as from January 2026.
(f) any customs, import or other similar duties charged in respect of the sale and importation of Products into the country in which the Customer is resident, or the Delivery Point is located.(g) costs incurred due to changes in the Customers requirements after the issue of an Order Acknowledgement including (but without prejudice to the generality of the foregoing) terminal or warehouse storage charges, costs relating to the repackaging, relabelling or re-routing of goods.
(h) any other costs, charges or expenses specified as such in these Terms and Conditions.
Invoice: any invoice, bill of sale, request for payment or other similar document issued by the Company relating to Products (which shall include the amount of all Expenses).
Order: an order in writing (including but not limited to email), sent by the Customer to the Company, requesting the supply of Products or confirming a verbal order for Products, which is accepted by the Company in accordance with clause 2.
Order Acknowledgment: an order acknowledgement document sent by the Company to the Customer agreeing to fulfil the Order and identifying the relevant Order by its reference identifier.
Price: the price for Products charged by the Company from time to time (excluding Expenses). For the avoidance of doubt the prices to be charged are free of taxes mentioned in item (e) of the definition of Expenses above.
Products: any goods agreed to be supplied to the Customer by the Company (including any part of them).
Specification: the specification of the Products set out in the product specification and data sheet (if any) attached to the Order Acknowledgment and any other specification agreed in writing between the Company and the Customer from time to time.
Terms and Conditions: the contractual terms and conditions evidenced by this document as amended from time to time in writing.
1.2 Any reference to a statutory provision is to that provision as amended or re-enacted from time to time.
1.3 References to these Terms and Conditions is a reference to them as amended or supplemented from time to time.
1.4 The headings used in these Terms and Conditions are for convenience only and do not affect their importance or interpretation.
1.5 Words importing the singular number shall include the plural and vice versa.
1.6 References to “in writing” or any cognate expression includes a reference to any communication effected by electronic or facsimile transmission or similar means.
2 ORDER AND ACKNOWLEDGEMENT PROCESS; CANCELLATION AND INDEMNIFICATION
2.1 When the Customer wishes to place an order for Products, it shall send an Order to the Company.
2.2 Each Order shall constitute a request by the Customer to purchase Products from the Company at the Prices then prevailing and otherwise on the basis of these Terms and Condition. For the avoidance of any doubt, the placing of an Order shall constitute the Customer’s irrevocable acceptance of these Terms and Conditions and its confirmation that no other terms and conditions whether written or verbal shall apply in respect of the Order. The Customer shall ensure that the terms of its Order and any applicable Specification are complete, accurate and suitable for its intended purposes.
2.3 No Order shall be deemed accepted by the Company unless and until:
2.3.1 the Company has received a completed application form from the Customer (where the Company requires an account to be opened) and has offered the Customer a pro-forma account; and
2.3.2 an Order Acknowledgment is issued by the Company or (if earlier) the Company delivers the Products to the Customer.
2.3.3 The Company may, at its sole discretion, accept amendments to an Order prior to the manufacturing of the Products after acceptance and it reserves the rights to charge any consequential Expenses and alter Prices accordingly.
2.4 The Company shall arrange delivery of the Products to the Delivery Point as set out in clause 4.
2.5 The Customer acknowledges that it has not relied on any statement, promise or representation express or implied made or given by or on behalf of the Company which is not set out in writing and signed on behalf of the Company and the Customer. Nothing in this clause shall exclude or limit the Company’s liability for fraudulent misrepresentation.
2.6 Any quotation provided verbally or in writing shall be construed as an estimate and will only be binding if confirmed in writing by the Company or an Order Acknowledgment or where no Order Acknowledgment has been issued, by delivery of the Products to the Delivery Point. Any quotation will be valid for a period of 30 Business Days from the date of issue, unless withdrawn or amended by the Company during that time.
2.7 If a Customer wishes to cancel an Order, it shall notify the Company immediately in writing. In the event that the Company accepts the cancellation, it shall so notify the Customer in writing. The Customer hereby agrees to indemnify and keep indemnified the Company against all costs, claims, losses (including loss of profit), liabilities and expenses of any nature whatsoever which it may suffer or incur directly or indirectly as a result of the Customer cancelling the Order.
3 DESCRIPTION AND SPECIFICATION OF THE PRODUCTS
3.1 The Customer shall be solely responsible for testing samples of Products (including combinations thereof) to ascertain their suitability for use in its own products prior to placing an order for any such Products. The Company accepts no responsibility for and makes no representation or warranty in respect of its Products other than as set out herein or pursuant to statutory law and will accept no responsibility to the Customer or any third party for any loss suffered by any of them as a result of the Customer’s failure to carry out any or adequate testing and all such liability is excluded to the fullest extent permitted by law.
3.2 Subject to clause 4.9, the Company warrants that any Products delivered to a Customer are consistent with any samples of that Product previously supplied to that Customer and, where applicable, conform in all material respects to the Specification. All other representations, warranties or conditions (whether express or implied) as to quality, condition, description, compliance with sample or fitness for purpose (whether statutory or otherwise) are excluded to the fullest extent permitted by law.
3.3 All samples, drawings, descriptive matter, specifications and advertising issued by the Company and any descriptions or illustrations contained in the Company’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Products described in them. No warranty express or implied is given in respect of them and no part of such material forms or shall be deemed to form part of the Specification.
3.4 The Company reserves the right to make any changes to the Specification which are required to conform to any applicable statutory or regulatory requirements.
3.5 Provided they do not result in an immediate change of the characteristics or price of an ordered Product, any typographical, clerical or other error or omission in any sales literature, quotation, price list, Order Acknowledgement or invoice or other documentation or information issued by the Company shall be subject to correction without any liability on the part of the Company.
4 DELIVERY OF THE PRODUCTS, DOCUMENTATION AND PRODUCT DEFECTS
4.1 All contracts for the supply of Products shall, unless specifically stated to the contrary in these Terms and Conditions or otherwise agreed in writing with the Customer, be subject to INCOTERMS 2023 on the following basis: –
FCA for export or domestic orders where requested by the Customer and agreed by the Company, and in such cases the customer is responsible for collection (by prior arrangement) from the Company at the relevant manufacturing facility for onward delivery to the Customer’s premises.
CPT or CFR (sea) for all other orders not with FCA as the agreed INCOTERM and , excluding where the Company is unable to ship for other reasons.
In all cases where the Products have to be imported into a country outside of Brazil, the Customer is the importer of record for the Products and shall appoint a customs agent and be responsible for importation. The customs agent must be notified on the relevant Order.
4.2 Where insurance is required, this may be arranged by the Company if requested by the Customer and will be charged as an Expense.
4.3 Costs incurred by the Company in respect of specific documentary requests and requirements including, without limitation, transportation documentation will be charged as Expenses. Documentation supplied will be as required for the mode and destination as set out in the Order. This will include, but is not limited to Dangerous Good notes and transportation instructions.
4.4 The Customer shall not complete or instruct another party to complete a customs declaration for Products where the Company is either the exporter or importer of record. Only agents duly appointed by the Company may undertake customs formalities on its behalf.
4.5 The Company shall be deemed to have fulfilled its contractual obligations in respect of each delivery provided that the quantity actually delivered is no greater than 5% more or less than the quantity specified on the Order Acknowledgement or, where no Order Acknowledgement has been issued, the Order. Provided that the Company has complied with this clause 4.5, the Customer shall pay for the actual quantity of Product delivered.
4.6 Delivery of the Products shall take place at the Delivery Point. Acceptance of any change to the Delivery Point requested by the Customer shall be at the Company’s sole discretion and the Customer shall be liable for any additional Expenses incurred by the Company as a result of such change. Where relevant, the Company shall arrange for suitable transport to the Delivery Point. On completion of delivery, the Company (or its appointed agent) shall provide a Delivery Note on request by the Customer.
4.7 Delivery or performance dates in relation to the supply of Products are approximate only and, unless otherwise expressly stated in the Order of Acknowledgement, the Company is not bound by an obligation to deliver on those approximate dates.
4.8 The Company shall have absolute discretion in relation to the mode and frequency of effecting delivery and may do so in one or more instalments. Each instalment shall constitute a partial performance of the Order and the Customer shall not be entitled to cancel or terminate or repudiate the contract relating to the Order by virtue of the Company exercising its rights under this clause Subject to the other clauses of these Terms and Conditions, the Company shall not be liable for any direct, or indirect loss (all of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Products (even if caused by the Company’s negligence), nor shall any delay entitle the Customer to terminate or rescind any Order unless such delay exceeds 180 days from the later of the date of the Order or the date of the relevant Order Acknowledgement.
4.9 The Customer may, within thirty calendar days of the arrival of any delivery of the Products at the Delivery Point, give written notice of rejection to the Company on account of any defect by reason of which the Customer alleges that the Products delivered do not comply with the warranty referred to in clause 3.2 and which was apparent on reasonable inspection. When the Products are not delivered directly by the Company to the Customer but to a carrier, it is the Customer’s responsibility to make all necessary observations and reservations on the carrier’s receipt for the Products when they are received and to notify the said carrier of these reservations by extrajudicial document or by registered letter with acknowledgement of receipt within ten days from the date of delivery of the damaged Products. No Products may be returned to the Company without its written consent. Subject thereto, any Products returned which the Company supplied and which did not comply with the warranty referred to in clause 3.2 shall either be replaced free of charge or, at the Company’s sole discretion, the Customer shall have refund or credit of the Price or the relevant proportion thereof whereupon the Company shall have no further liability to the Customer in respect of the returned Products.
4.10 Notwithstanding clauses 3.1 and 3.2, the Company shall be under no liability in respect of any defect in the Products which arises wholly or partly from normal deterioration due to age or from failure to store or handle the same in accordance with the Company’s written recommendations nor from any wilful damage, negligence, exposure to abnormal conditions, misuse or alteration by the Customer, its agents, employees or subcontractors.
4.11 If the Customer fails to give notice as specified in clause 4.9, the Products shall be deemed to comply for all purposes with the warranty referred to in clause 3.2 at the time of delivery and, accordingly, the Customer shall be treated as having accepted the delivery of the same. Save in accordance with clauses 3.1 and 3.2, and subject always to clause 4.9, the Company shall have no further liability to the Customer with respect to those Products.
4.12 If following the notice periods referred to in clause 4.9 the Customer wishes to allege that any Products do not comply with the warranty referred to in clause 3.2, it shall do so in writing setting out in detail the reasons for its contention. If so requested by the Company, Customer shall (at its own risk and expense) return such of the relevant Products that remain in its possession in their original state to the Company and shall further provide all such further information as the Company shall reasonably require in order to assess its claim.
4.13 The Company’s decision as to whether the Products comply with the warranty referred to in clause 3.2 shall be final. The provisions of clauses 4.9 and 4.10 apply, mutatis mutandis, in respect of any decision made by the Company pursuant to this clause.
4.14 If for any reason the Customer fails to accept delivery of any of the Products having been notified by the Company or its appointed agent for carriage that they are ready for delivery, or if the Company is unable to deliver or procure delivery of the Products on time because the Customer has not provided appropriate instructions, facilities, documents, licences or authorisations:
4.14.1 risk in the Products shall pass to the Customer (including for loss or damage caused by the Company’s negligence);
4.14.2 the Products shall be deemed to have been delivered; and
4.14.3 the Company may store the Products until the date that delivery is effected as the Company, in its absolute discretion, sees fit and without liability to the Customer, whereupon the Customer shall be liable for all related Expenses incurred by the Company in connection therewith.
4.14.4 In the event a period of 10 Business Days has elapsed following the failure by the Customer to accept delivery of the Products, the Company shall have the power (but not the obligation) to sell the Products which have not been fully paid by the Customer without incurring any liability towards Customer.
4.15 The Company shall have the right to suspend or cancel all further deliveries in respect of any Order or to refuse to accept further Orders from the Customer in the event that the Customer has not paid when due any sums owing to the Company pursuant to these Terms and Conditions.
5 LICENCES AND AUTHORIZATIONS
The Customer shall obtain, at its own cost, all licences, permissions, consents, notifications and authorizations in relation to the purchase, storage, handling and subsequent use of the Products, if required under applicable Brazilian laws and regulations.
6 PAYMENT
6.1 The Customer shall pay the Company for the Products in accordance with the provisions of this clause 6.
6.2 Prices may vary from time to time by the Company on giving notice to the Customer in writing including by email. The price applicable to each Order shall be either: –
6.2.1 the Price for the Products as advised to the Customer on the Order Acknowledgment; or
6.2.2 in the absence of an Order Acknowledgement, the Price in any valid and confirmed quotation given pursuant to clause 2.6: or
6.2.3 in any other case, the Company’s advertised Prices.
6.3 Notwithstanding any other express or implied provision contained herein, the Company shall be entitled to invoice the Customer for all Orders on them leaving the Company premises together with all Expenses.
6.4 All Invoices for the sale of Products or invoices claims for Expenses and any other amounts of money referred to in these Terms and Conditions shall be interpreted as being amounts exclusive of taxes listed in clause 1.1. (e), or any similar taxes or any taxes that replaces such taxes. Any such tax payable in relation to any such amounts shall be paid in addition to those amounts. If the Customer is required under any applicable law to withhold or deduct any amount from the payments due to the Company, the Customer shall increase the sum it pays to the Company by the amount necessary to leave the Company with an amount equal to the sum it would have received if no such withholdings or deductions had been made.
6.5 Customer shall pay for the purchased Products and for the Expenses in accordance with the payment terms agreed with the Company by means of electronic transfer and no payment shall be deemed to have been made until the Company has received payment in cleared funds.
6.6 If the Customer does not make the payment on or before the due date, interest will be paid on the overdue amount at 12 % per annum , calculated on a daily pro rata basis, and monetary adjustment based on the variation of the IGPM inflation index. Interest and monetary adjustment will be due on the overdue amount and will accrue until the date that the payment of the debt is received in full, including all accrued interest. A default penalty of 2% (two per cent) shall apply to the total overdue amount including interests and monetary correction. Subject to clause 6.4, the Customer shall make all payments due without any deduction by way of set-off, counterclaim, discount or otherwise.
6.8 The Customer warrants that all payments made will comply with all applicable law and regulation and agrees to indemnify the Company against all costs, claims, damages, expenses and liabilities arising from the Customer’s breach of this provision. Furthermore, the Customer agrees to provide the Company any information which it may request to confirm compliance with this clause or otherwise to establish and validate the credit worthiness of the Customer.
7 RISK AND OWNERSHIP
7.1 Risk in and responsibility for the Products shall pass to the Customer as follows:
7.1.1 Once they have been delivered to the carrier appointed by the Company; or
7.1.2 as determined by INCOTERMS 2023 where the Company has accepted a different supply condition to those set out in clause 4; or
7.1.3 the Products are otherwise at the Customer’s disposal.
The Customer shall be responsible for arranging and maintaining adequate insurance in respect of the Products in respect of that risk and the Company shall have no responsibility for the Products after they have been delivered or are deemed by operation of this clause to have been delivered to the appointed carrier or are at the Customer’s disposal (as the case may be).
7.2 Ownership of the Products shall pass to the Customer upon delivery to the carrier, when the transportation is made by a carrier, or upon delivery to the Customer, according to the deliver provisions agreed by the Company and the Customer in each Order.
8 CHANGES
The Company may, immediately on giving written notice to the Customer, elect to alter the specification of any of the Products and should it so do the warranty in clause 3.2 shall be deemed amended accordingly. The Customer shall have the right to cancel Orders or part of an Order where a Product has been varied in accordance with this clause.
9 CONFIDENTIALITY
9.1 The Company and the Customer reciprocally undertake to keep confidential all information (written or oral) concerning the business and affairs of the other which they have obtained or received other than that which.
9.1.1 They are required to disclose under law, or by order of a court or competent regulatory authority; or
9.1.2 Is already in their possession other than as a result of a breach of this clause 9; or
9.1.3 Is in the public domain other than as a result of a breach of this clause 9.
10 FORCE MAJEURE
The Company will be excused from performing its obligations under an Order without liability if it is prevented from or delayed in the carrying on of its business due to a force majeure event as defined under Brazilian law including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials provided that, if the event in question continues for a continuous period in excess of 180 days, the Customer shall be entitled to give notice in writing to the Company to terminate any Orders outstanding and unperformed in whole or in part.
11 LIMITATION OF LIABILITY
11.1 Subject to clauses 3 and 4, the following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:
11.1.1 Any breach of these Terms and Conditions.
11.1.2 Any use made or resale by the Customer of any of the Products, or of any product incorporating any of the Products; and
11.1.3 Any representation, statement or tortious act or omission including negligence arising under or in connection with these Terms and Conditions.
11.2 All warranties, conditions and other terms implied by statute law are, to the fullest extent permitted by law, excluded from the Contract.
11.3 Nothing in these Terms and Conditions excludes or limits the liability of the Company:
11.3.1 for death or personal injury caused by the Company’s negligence; or
11.3.2 for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability; or
11.3.3 for fraud or fraudulent misrepresentation.
11.4 Subject to clauses 11.2 and 11.3:
11.4.1 the Company’s total liability in contract arising in connection with the performance or contemplated performance of any Order incorporating these Terms and Conditions shall be limited to the aggregate Price of the Products the subject of an Order; and
11.5 the Company shall not be liable to the Customer for:
11.5.1 any indirect loss or damage; or
11.5.2 loss of data or other equipment or property; or
11.5.3 economic loss or damage; or
11.5.4 incurring of liability for loss or damage of any nature whatsoever suffered by third parties (including in each case incidental and punitive damages); or
11.5.5 any loss of actual or anticipated profit, interest, revenue, anticipated savings or business or damage to goodwill, even if the Company is advised in advance of the possibility of any such losses or damages.
11.6 the Company shall not be liable for any losses arising from the Customer’s subsequent use or misuse of the Products including (without limitation):
11.6.1 wilful damage.
11.6.2 the Customer’s negligence, or that of its agents or employees, or any failure to follow the Company’s instructions as to use of the Products.
11.6.3 abnormal working conditions beyond those (if any) referred to in the Specification or otherwise mandated in writing by the Company; and
11.6.4 any alteration of the Products.
11.7 The Company shall not be liable for any defects in the Products unless such defect is notified in accordance with clause 3 and clause 4 of these Terms and Conditions.
11.8 Subject always to the other provisions of these Terms and Conditions, the Company shall not be liable for:
11.8.1 shortages in the quantity of Products delivered in excess of those permitted by these Terms and Conditions, unless the Customer notifies the Company of a claim within 7 calendar days of receipt of the Products.
11.8.2 damage to or loss of all or part of the Products in transit (where the Products are carried by a carrier on its behalf),
11.9 The Customer acknowledges and agrees that the Prices reflect the limitations of liability contained in these Terms and Conditions.
12 ASSIGNMENT
The Customer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Company.
13 LAW AND JURISDICTION
13.1 These conditions shall be governed by and construed in all respects in accordance with Brazilian law.
13.2 Subject to condition 13.3, the Parties submit to the exclusive jurisdiction of the courts of the city of Quatro Barras, State of Paraná, Brazil.
13.3 Nothing in this clause 13 shall limit the right of the Company to take proceedings against the Customer in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdiction, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.
13.4 It is the Customer’s obligation to acquaint itself and to comply with all applicable requirements and restrictions imposed by law or by governmental and other authorities or corporations relating to the possession, use, import, export, or resale of the Products. It is the Customer’s obligation to ensure that no Products are exported or imported in violation of the laws of any jurisdiction into or through which the Products are transported during the course of reaching the Delivery Point. Where necessary, the Customer shall inform the Company at a reasonable time before delivery of any documents which it is necessary for the Company to provide in order to allow export of the Products in compliance with the laws of any relevant jurisdiction.
14 NOTICES
14.1 Any notice or other communication to be given under this agreement shall be in writing and in the Portuguese language and may be delivered or sent by pre-paid first-class, air mail (registered) post, or e-mail to the party to be served at that party’s registered office or last known trading address.
14.2 Any notice or document shall be deemed served at the time of delivery if:
14.2.1 if delivered by hand
14.2.2 if posted.
14.2.3 if posted by air mail.
14.2.4 if sent by email upon receipt of a Delivery Receipt in the senders Inbox.
DATA PROTECTION – PERSONAL DATA – SUPPLEMENT TO TERMS AND CONDITIONS
The following provisions are in addition to any national or supra-national terms and conditions under which business is undertaken between a Customer and the Company.
DEFINITIONS
Data Protection Legislation: the Brazilian Data Protection Legislation, including the Law No. 13,709/2018 (LGPD) and the directives, as well as regulations issued by the National Authority in Data Protection (ANPD), which extraterritorial effects may affect the Parties and/or the transactions referred-to herein shall apply to this agreement.
Brazilian Data Protection Legislation: any data protection legislation from time to time in force in Brazil.
Capitalised words and phrases in this clause 15 shall (where relevant) bear the same meanings as in the Data Protection Legislation.
- DATA PROTECTION
15.1 The Company and the Customer will comply with all applicable requirements of the Data Protection Legislation. This clause is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation. In this clause 15.1, Applicable Laws means (for so long as and to the extent that they apply to the Company) the Brazilian law, any local regulations or international ones related to personal data protection, including future updates by Brazilian National Data Protection Authority – ANPD or the applicable law.
15.2 The Company and the Customer acknowledge that for the purposes of the Data Protection Legislation, the Customer is the Data Controller and the Company is the Data Processor.
Please refer to the Privacy notice on our website to understand the scope, nature and purpose of processing by the Company, the duration of the processing and the types of personal data (as defined in the Data Protection Legislation) and categories of data subject.
15.3 Without prejudice to the generality of clause 15.1, the Customer will ensure that it has all necessary appropriate legal basis for data processing, including for consents, when applicable and notices in place to enable lawful, transparent and upon the dully consent management transfer of the Personal Data to the Company for the duration and purposes of this agreement.
15.4 Without prejudice to the generality of clause 15.1, the Company shall, in relation to any Personal Data processed in connection with the performance by the Company of its obligations under this agreement:
15.4.1 process that Personal Data only on the written instructions of the Customer unless the Company is required by Applicable Laws to otherwise process that Personal Data.
15.4.2 ensure that it has in place appropriate technical and organisational measures to protect against unauthorised, inadequate or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
15.4.3 ensure that all personnel who have access to and/or process Personal Data be limited to those collaborators who need that Personal Data to perform the activities required under this agreement and that all said collaborators are obliged to keep the Personal Data confidential, not divulging them to third-parties, unless if to comply the law and/or exercise the legal right to defense; and
15.4.3.1 do not internationally transfer any Personal Data outside Brazil, unless the prior written, informed and undoubted consent of the Customer has been obtained and the following conditions are fulfilled:
15.4.3.1.1 the Customer or the Company has provided the Safeguard-Pattern Contractual Clauses of ANPD, as provided for by Annex II of Resolution No. 19/2024 be adopted, without prejudice of other appropriate safeguards in relation to the transfer.
15.4.3.1.2 the data subject rights are observed.
15.4.3.1.3 the Company complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
15.4.3.1.4 the Company complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data.
15.4.4 assist the Customer, at the Customer’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators.
15.4.5 notify the Customer without undue delay, at most in a 72-hour term, on becoming aware of a Personal Data breach, as required by Data Protection Legislation.
15.4.6 In the event of any Information Security Incident, the Company shall immediately take, to the extent possible, all reasonable measures to investigate, remedy, contain, and mitigate the effects of the Information Security Incident. The Customer shall fully cooperate with the investigation of the Information Security Incident and provide all necessary information, access, and materials to support the Company’s investigation and resolution of the Information Security Incident, as well as to enable the Company to comply with any requirements imposed by Data Protection Legislation or by ANPD.
15.4.7 at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the agreement unless required by Applicable Law to store the Personal Data; and
15.4.8 maintain complete and accurate records and information to demonstrate its compliance with this clause.
15.5 The Customer consents to the Company appointing any third-party processor of Personal Data under this agreement.
15.6 The Company may, at any time on not less than 30 days’ notice, revise this clause by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when so replaced and notified to the Customer), according to the legal or regulatory requirements.