1. Introduction E-goi is a limited liability company, NIPC 514727420, headquartered at Avenida Menéres, 834, 4450-190 Matosinhos. These Terms and Conditions are directly applicable to the Client who enters into a contract with them, and their execution presupposes that the Client has read and accepted these Terms and Conditions, thus becoming legally bound by them. 2. Definitions, Glossary, and Supplementary Policies 2.1. Glossary of Terms To help understand these Terms, E-goi provides a Glossary (attached to these Terms) with definitions and explanations of technical or specific terms used in these Terms and the associated Policies. The glossary aims to ensure clarity and a full understanding of all aspects of the Service provided by E-goi. 2.2. Supplementary Policies Besides the Terms and Conditions, other Policies and documents may apply to the Service. Such Policies and documents are available as attachments to these Terms. They include: Attachment: Data Processing Agreement Attachment: Acceptable Use Policy Attachment: API Use Policy Attachment: Security Policy Attachment: Privacy and Cookies Statement Attachment: Glossary 2.3. Priority and Prevalence In case of a conflict between these Terms and any supplementary Policy or document, the provisions of these Terms shall take precedence, unless otherwise expressly stated. 3. Preamble E-goi offers the Client an online omnichannel marketing platform (the Service) which the Client can use to manage their Contacts, create, send, and manage marketing campaigns, including, among others, email messages, communications, and sends (each referred to as a Campaign) across multiple channels for informational or marketing purposes, as well as web pages and forms to capture Contacts, among other features. E-goi also provides CDP solutions, Loyalty, Phygital Experience, and custom project development. The Service is offered through E-goi's Collaborators and E-goi's websites, which include www.e-goi.com and any other site or mobile application owned, operated, or controlled by E-goi (collectively referred to as E-goi Site). By using the Service, even if representing an entity not directly the Client, you will always assume the role of "Client" according to this Agreement. If you contract the Service on behalf of a company or another entity, the Client declares and guarantees that they have the authority to accept these Terms and enter into the Agreement on behalf of said company or entity. 4. Qualification To use the Service, the Client must: 1. Be at least eighteen (18) years old and able to enter into contracts; 2. Complete the E-goi Service creation process; 3. Agree to these Terms and to the other Policies and documents that are part of the Agreement and attached to it; 4. Provide true, complete, and up-to-date contact and billing information; 5. Not be in jurisdictions subject to international sanctions or otherwise prohibited from using the Service in violation of laws and regulations of the European Union, the EEA, Brazil, the United States of America, or other applicable jurisdictions; 6. Not have your name on lists maintained by the European Union, Brazil, the United States of America, or other applicable jurisdictions that prohibit transactions and export of products from the European Union, Brazil, or the United States of America to certain entities, persons, and jurisdictions. By using the Service, the Client declares and guarantees that they meet all the specified requirements and will not use the Service in a way that violates any laws or rules. Under these Terms, the Client makes a legally enforceable promise. 5. Contract 5.1. Types of Contract In the context of E-goi, the Types of Contract (also referred to as "Usage Models") relate to the different ways in which the Client can access and use the Service according to their needs and goals. These Models range from trial periods and free plans to paid subscription options and pay-as-you-go, allowing flexibility and customization. Each Model has specific features, usage limits, and conditions, detailed in the E-goi pricing. 5.2. General Contract Definitions Standard: The standard contract applicable for digital and automated access to the Service, based on the "self-service" principle. In this model, the Client creates their online account, subscribes to the available plans, and uses the Service independently without direct mediation by the E-goi team. Standard Contracts operate exclusively on a prepaid basis, either through: - Periodic subscriptions, auto-renewable; - Pay-as-you-go models (per use, via balance); - Purchase of extras and resource packs (e.g., SMS, emails). Customized: A contract individually established between the Client and E-goi, with tailored commercial, technical, or operational conditions through express agreement. These contracts can include: - Customized billing terms (e.g., post-paid payment, extended payment terms); - Specific consumption metrics or minimum obligations; - Additional services such as onboarding, dedicated support, enhanced SLA, specific integrations or custom development; - Formal documentation (physical or digital PDF version) signed by both parties. 5.3. Add-ons Besides the Usage Models, E-goi offers additional options for Service customization: Extras: Supplementary features or resources can be purchased to expand the limits or capacities of the contracted plan. Packs: Sets of resources or additional services offered as specific packages for occasional or ongoing needs in the contracted plan. Features: Premium features available for separate purchase or integrated into certain plans. 6. Contract Duration 6.1. Conclusion and Start The Contract is considered concluded between the Client and E-goi when the Client contracts the Service and accepts these Terms, either electronically (for Standard Contracts) or through formal signature (for Customized Contracts). The Contract's duration begins on that date. 6.2. Standard Contracts For Standard Contracts, the duration will be continuous for specific periods (monthly, semiannual, annual, or biennial if the Client subscribes to a plan) or for as long as the Client uses the Service (if subscribing to the pay-as-you-go Model). The Client may terminate the Contract at any time, upon written notice or through the options available in the Service, with a minimum notice period of 30 days before the next billing cycle. E-goi may also terminate the Contract with 30 days' prior notice. 6.3. Customized Contracts In Customized Contracts, the duration and renewal follow the specifically agreed terms between the parties and described in the relevant contractual document. Generally, Custom contracts include a minimum commitment period during which the Client agrees to keep the Service active and comply with the corresponding contractual obligations, as detailed in clause 27.2. (Minimum Consumption Obligations). Renewal will be automatic for an equal period unless terminated by either party, communicated with a minimum of 30 days' notice via registered letter with acknowledgment of receipt, under clause 10 (Contractual Renewal). 6.4. Termination Procedures The Contract, in any of its forms, can be terminated under the following conditions: Termination as defined in clause 28.1. (Assignment of contractual position); Termination for just cause, as per applicable law, including serious breach of contractual obligations; Expiration, in case of Service termination or circumstances that make Contract execution impossible. 7. Free Trial Mode The Free Trial of the Service lasts 14 (fourteen) days and can only be used once per Customer. During this period, specific usage limits apply, which are pre-defined and communicated by E-goi. If the Customer approaches or exceeds the usage limits of the Free Trial, they will be duly notified and advised to subscribe to one of the paid plans available on the E-goi pricing. 7.1. Usage Limitations During the Free Trial period, the Customer will have access to a specific set of features, with possible restrictions related to sending limits, access to integrations, or other advanced resources. The Free Trial is meant exclusively for testing and evaluation and must comply with E-goi's Acceptable Use Policy (attached to these Terms). 7.2. Transition to Paid Plan At the end of the free period, the Service will be automatically deactivated unless the Customer opts to subscribe to a plan. Any data or campaigns created during the Free Trial can be retained by activating a plan before the end of the free period. If no plan subscription occurs, the retention and possible deletion of data created during the Free Trial will follow the provisions in clause 28.2. (Data Deletion and Retention) of these Terms. 7.4. Cancellation The Customer can cancel the Free Trial at any time without any additional costs. 7.5. Additional Restrictions The Free Trial is limited to a single use by the Customer, whether individually or on behalf of a company or brand. The service will be immediately suspended if it is found that the Customer has attempted or is under another name or entity to take advantage of the Free Trial for the same purpose as a previous Free Trial. 7.6. Special Conditions for Custom Contracts In Custom Contracts, the conditions applicable to free evaluation periods (trial) may be defined on a case-by-case basis through a written agreement between E-goi and the Customer. This agreement may include: Different duration of the free period; Specific set of active features; Activation metrics, usage goals, or prior validations; Partial or total waiver of charges during that period. Unless expressly stated otherwise, the conditions agreed for the custom trial prevail over the general provisions of this clause. 7.7. Changes and Termination E-goi reserves the right to change or terminate the Free Trial offer at any time, without prior notice. 8. Payment Methods E-goi accepts various widely-used payment methods, including debit and credit cards, bank transfers, and other options specific to different regions. The Customer must provide valid and up-to-date payment information, authorizing E-goi to process the corresponding charges. If the provided payment method becomes invalid or expires, the Customer is responsible for promptly updating it to avoid service interruptions. 9. Changes in Billing and Taxes E-goi can change any of its fees, including plan charges, extras, pay-as-you-go balance, and packs, at any time by posting a new pricing structure on the E-goi Site, in the Client's access to the Service, or by sending a notification to the Client. Changes will be communicated to the Client at least 30 days in advance, through the Service access area or by notification to the Client. The Client will have the right, during this period, to choose to continue or stop using the Service. If the Client continues using the Service after the new pricing structure comes into effect, it will be considered accepted. Unless otherwise stated, all prices, fees, or amounts mentioned do not include applicable Taxes. 9.1. Tax Charging If any amount owed by the Client to E-goi is subject to Taxes, E-goi will add and charge the amount of these Taxes without altering or reducing the base amount that E-goi is entitled to. 9.2. Client Responsibility The Client is solely responsible for the full payment of any applicable Taxes, including: Withholdings or similar levies Taxes not directly collected by E-goi Any other government charges or fees The Client must reimburse and indemnify E-goi for any Taxes, fines, or interest that may be demanded due to non-payment or improper payment of these amounts. 9.3. Tax Adjustments E-goi reserves the right to adjust the Tax collections automatically whenever necessary, according to legal or regulatory changes, without prior notice to the Client. These adjustments do not constitute changes in the base prices of the Service. 9.4. Tax Liability Waiver The Client will be responsible for all tax obligations that, under applicable law, fall on them directly in relation to payments made to E-goi, including, where applicable, withholdings at source, VAT self-assessment, or any taxes due in their country of residence or establishment. E-goi will be responsible for the tax obligations that legally fall on it as a Service provider. The Client agrees to indemnify and hold E-goi harmless in relation only to claims, fines, or charges imposed by tax authorities resulting from the non-compliance with their own tax obligations, under the applicable law. 10. Contract Renewal 10.1. Standard Contracts Under Standard Contracts, automatic renewal shall not apply. However, the Parties agree that a new plan may be subscribed, and such subscription shall be deemed to occur in the absence of any prior cancellation of the previously used automatic payment method. 10.2. Custom Contracts In Custom Contracts, with a duration defined by agreement between the parties, renewal will likewise be automatic for the same period, unless a written expression is made by either party, through registered mail with acknowledgment of receipt sent at least 30 days prior to the end of the contract or any of its renewals. The commercial and operational conditions outlined in the initial Contract may be reviewed for the new period, according to the rules defined in clause 11 (Price Updates), unless exceptions are approved between the parties. 10.3. Renewal Conditions The commercial conditions applicable to contract renewal, including plans, prices, limits, and updates, will be reviewed according to E-goi's official pricing in effect at the date of renewal and communicated with the minimum advance notice provided in clause 9 (Changes in Billing and Taxes). Continuing to use the Service after renewal will be considered tacit acceptance of the new conditions. 11. Price Updates 11.1. Periodic Updates for Inflation and Exchange Rates E-goi reserves the right to periodically update the prices of their Service based on relevant economic, operational, or legal factors like inflation, currency fluctuations, tax changes, or infrastructure costs. For Clients who pay in currencies other than the euro, prices may be adjusted to reflect significant exchange rate fluctuations based on annual reviews. These changes will be communicated at least 30 days in advance and do not, in themselves, constitute a reason for contract termination. 11.2. Automatic Price Update in Recurring Monthly Payments In contracts with recurring monthly payments (including licensing, monthly subscriptions, or continuous services), the agreed prices will remain unchanged during the entire initial term. At the time of contract renewal, prices will be automatically updated based on E-goi's official pricing, limited to the following: Renewed Price = Previous Price × (1 + (annual CPI + 1%)) CPI corresponds to the annual average published by INE (National Statistics Institute of Portugal). If the calculated CPI is negative, the price will remain unchanged (no reduction will be applied). This update aims to: Preserve the economic and financial balance of the Contract; Ensure predictability and sustainability in service delivery; Reflect increasing operational costs without generating additional margins. The update will be considered accepted with renewal and does not require prior negotiation unless otherwise defined in writing. The agreed contractual margin may, if applicable, remain unchanged in Custom Contracts. Custom Contracts without automatic renewal or with fixed pricing must be formally marked as exceptions. This rule does not apply to fixed amounts, one-off payments, custom packages, or licenses with fixed pricing (such as annual licenses or contracts with a pre-agreed total value), nor to items classified as “Consumables.” 11.3. Theoretical Updates During the Term During the contract, even if the price remains static, the theoretical update value can be calculated annually based on the formula CPI + 1%. This value is solely for reference for future negotiation and does not imply a change to the contracted price in effect. Illustrative example: Contract started on 01-01-2023 for a duration of 2 years and a price of 1000 €/month. In 2024, a 3.01% annual average CPI is calculated. Theoretical update: 1000 € × (1 + 0.0401) = 1040.10 € In 2025, a new contractual cycle may apply 1040.10 € × (1 + 0.035) = 1065.10 €. 11.4. Price Updates for Consumable Items Items classified as "Consumables," typically priced per unit (e.g., deliveries, balances, packs), are not subject to the automatic update rule for recurring monthly fees, nor do they benefit from contractual stability during the Contract. Due to direct exposure to external factors such as: Operational costs (e.g., telecommunications, suppliers), Relevant exchange rate or legal variations, Price increases of underlying services, E-goi may update consumption prices during the Contract's term, provided that they: Formally notify the Client at least 30 days in advance; Provide technical or economic justification; Grant the Client the right to contract termination without penalty if they do not accept the new prices. The Client may exercise this right up to the date when the new prices become effective. E-goi commits to making reasonable efforts to maintain the agreed prices whenever possible, respecting the principle of contractual good faith. 12. Non-Payment 12.1. Payment Terms and Default The Client is responsible for fulfilling all payment obligations established in the Terms and in the invoices issued by E-goi. If any payment is not made within the stipulated deadline, E-goi may suspend the Service to the Client. 12.2. Service Suspension The suspension of the Service will be applied immediately after the breach of the payment terms established. The suspension will be total, covering all features and dimensions of the contracted Service. 12.3. Notices and Client Communication Before proceeding with the suspension, E-goi will adopt the following communication process: Send a first notice by email to the Client, informing them of the delayed payment and requesting the situation to be resolved within 5 business days. If payment is not made, send a second notice informing of the impending suspension of the Service. This notice will be sent 48 hours before the suspension is applied. For clients with a Custom Contract, a first notice shall be sent 15 days prior to the expiry of the payment default deadline, followed by a second notice 1 day after such deadline has been exceeded. From that moment onwards, an additional notice shall be sent 16 days after the payment default deadline, and another notice 30 days after. Service suspension shall occur 31 days after the payment default deadline has been exceeded. 12.4. Service Reactivation The Service will be reactivated after full payment of the outstanding amount, plus the costs incurred by E-goi, which include, but are not limited to, the following: Late interest at the applicable legal default rate for commercial transactions. Additional costs related to litigation, if applicable. Any potential reactivation fees for the Service, according to the conditions in effect at the time of reactivation. 12.5. No Refund Policy for Suspension Period After the Service is reactivated, the Client will not have the right to any refund or compensation for the period during which the Service was suspended due to their default. 13. Refunds As a rule, E-goi does not grant refunds or credits, regardless of the reason presented. This policy aims to ensure the predictability and sustainability of the Service provision. However, as we value the Client's experience, E-goi may, at its sole discretion and without it being a contractual obligation, consider exceptional situations and, if deemed justified, offer one-time discounts, credits, or refunds as a goodwill gesture. Exclusively for Standard Contracts, the Client may request a refund of the initial contract within 30 days if they feel that the Service does not meet their expectations. The granting of this refund will be subject to the criteria defined in the E-goi refund policy. Additionally, the Client may be entitled to refunds or payment returns, as outlined in Clause 18.4 (Penalties for SLA Breach) whenever the non-compliance levels defined therein are verified. In these cases, the specific conditions established for Standard, Plus, or Custom SLAs will apply, as applicable. 14. Purchase Order (PO) Process Associating Purchase Orders (PO) with invoicing issued by E-goi is only applicable to Customized Contracts. To take advantage of this option, the Customer with a Customized Contract must ensure that their PO is unique, valid for the entire contract period, and communicated beforehand through the appropriate area of the E-goi platform. The PO must be provided before the first invoice is issued. If the Customer does not provide the PO in a timely manner, the invoice will be issued under the agreed contractual terms and the Customer will be obliged to accept it and proceed with payment, even if the PO is not included. The absence or delay in delivering the PO is not a basis for refusal of payment, delay in settling the invoice, or suspension of contractual obligations by the Customer. 15. Feedback and Property Rights E-goi holds all proprietary rights over the E-goi Service and Site, including, without limitation, patents, trademarks, service marks, trade secrets, copyrights, and other intellectual property rights. The Customer will respect E-goi's proprietary rights over the E-goi Service and Site and may only use E-goi brand assets in accordance with the Identity Manual, available in the E-goi press kit. The Customer will retain all rights and title to the material and content, data, and information (including their personal information and the personal information of others) submitted to E-goi during the use of the Service or that E-goi provides under our Data Protection Agreement and Privacy and Cookies Statement (both attached to this Contract). Obtaining authorizations and fulfilling the necessary formalities for E-goi to carry out digital communications on behalf of the brands the Customer represents is the sole responsibility of the Customer. The Customer is responsible for ensuring that the use of any content (including senders, logos, brands, and any other elements) is duly authorized by their owners. E-goi assumes no responsibility for unauthorized uses of these elements, leaving it up to the Customer to ensure compliance with applicable legal obligations. If such authorization is not obtained, and as a result, a complaint, claim, inspection, or similar act leads to the imposition of fines, penalties or any other costs to E-goi, these costs will be attributed to the Customer, unless it is concluded that they resulted from E-goi's culpable conduct. Obtaining authorizations and fulfilling the necessary formalities for E-goi to carry out digital communications on behalf of the brands the Customer represents is the sole responsibility of the Customer. The Customer guarantees and is responsible for ensuring that the use of any content (including senders, logos, brands, and any other elements) is duly authorized by their owners. E-goi assumes no responsibility for unauthorized uses of these elements, leaving it up to the Customer to ensure compliance with applicable legal obligations. If the Customer omits or fails to obtain such authorization, and as a result, a complaint, claim, inspection, or similar act results in the imposition of fines, penalties, or any other type of sanction or costs to E-goi, these sanctions and costs will be attributed to the Customer, ensuring that they provide the necessary information to the enforcing entities and assume their obligation to maintain and obtain all necessary authorizations, unless it is concluded that they resulted from E-goi's culpable conduct. The Customer can provide or may be asked to provide suggestions, comments, opinions, or other observations ("feedback") about the Service. If the Customer provides any feedback to E-goi, the Customer grants E-goi a perpetual, irrevocable, royalty-free, non-exclusive, worldwide, non-sublicensable, and transferable license to use, reproduce, publicly display, distribute, modify, and publicly perform the feedback as E-goi deems appropriate. Any feedback the Customer chooses to provide is given voluntarily. The Customer understands that they will not receive any compensation for their feedback and that E-goi may use any feedback the Customer provides to improve the Service or develop new features and services. 16. Privacy E-goi places high priority on the privacy of personal data of visitors to the E-goi site, subscribers to E-goi newsletters, and E-goi Customers. As the data controller, E-goi strictly adheres to applicable data protection regulations. For more details on how data is collected, used, and protected, please see the Privacy and Cookies Statement (attached to this Agreement). When a Customer uses the Service to process third-party personal data (such as their Contacts, made up of their own clients or third parties), E-goi acts as a data processor, in compliance with the General Data Protection Regulation (GDPR) and other applicable laws. The Data Processing Agreement (attached to this Agreement) outlines E-goi's obligations and responsibilities in this context. 17. Technical Support and Consulting E-goi's Technical Support is available to clarify doubts or solve issues specifically related to the use of the Service. It includes assistance on how to perform certain actions and solve technical difficulties where the issue lies within E-goi. Depending on the Client's E-goi plan, this service may be included without extra cost to help solve technical problems within the scope of E-goi Service. Technical Consulting, on the other hand, is a paid service available only in Customized Contracts, providing technical guidance. It includes teaching on API usage, best programming practices, integrations, and diagnosing technical issues outside of E-goi's scope or in integrations with other tools where the issues aren't directly related to E-goi. 18. Service Level Agreements (SLA) 18.1. Preamble E-goi sets service quality criteria (SLAs - Service Level Agreements), levels of support, responsibilities, and penalties applicable to the use of the Service. The SLAs outlined below apply according to the contracted plan and aim to establish commitments regarding service availability, response times, and incident resolution. 18.2. Definitions For the purposes of this document, the following definitions apply: Priority 1: Critical event that prevents use of all Service functions, including severe data errors, without alternative solutions. Priority 2: Critical event impacting main Service functions, without alternative solutions. Priority 3: Critical event with alternative solutions available. Priority 4: Non-critical event, without alternative solutions. Priority 5: Request for help or non-critical event with alternative solutions. Priority 6: Service improvement request. Business Hours: Business days during Portugal's business hours (09:00 to 18:30 GMT, excluding holidays). % SLA Non-Compliance: Total number of unfulfilled SLA incidents / Total number of SLA incidents within the contractual period. For calculation, the minimum period is 6 months. Others Hours = Portugal's business hours (e.g., Friday 16:00 +8 hours = Monday 12:00) Days = Business days E-goi working hours = 9:00 to 18:30 GMT on weekdays, excluding Portugal's holidays Penalty - Customer rights, based on contract characteristics (e.g., discounts) Compensation - Customer rights, based on characteristics outside the contract (e.g., fines to the customer by external entities) Monthly base license - All services included in the contract, excluding additional consumption. 18.3. SLA Levels SLA levels are defined according to the contracted plan: SLA Level 1 Means of contact: Self-help (chatbot, manuals, videos, and knowledge base). Maximum response time: N/A Maximum resolution time: N/A Guaranteed availability: 0% SLA Level 2 Means of contact: Self-help, email, helpdesk. Maximum response time: Up to 3 business days. Maximum resolution time: Priorities 1 and 2: Up to 2 weeks. Priorities 3 and 4: Up to 3 months. Priorities 5 and 6: No limit. Guaranteed availability: 98% annually. SLA Level 3 Means of contact: Self-help, chat, email, phone. Maximum response time: Up to 2 business days. Maximum resolution time: Priorities 1 and 2: Up to 1 week. Priorities 3 and 4: Up to 1 month. Priorities 5 and 6: No limit. Guaranteed availability: 98% annually. SLA Level 4 Means of contact: Self-help, chat, email, phone, online meetings. Maximum response time: Up to 8 hours. Maximum resolution time: Priority 1: Up to 2 business days. Priority 2: Up to 1 week. Priority 3: Up to 2 weeks. Priority 4: Up to 4 weeks. Priorities 5 and 6: No limit. Guaranteed availability: 99% annually. Notification in case of data security breach: within 72 hours SLA Plus Means of contact: Self-help, chat, email, phone, online meetings. Maximum response time: Up to 6 hours. Maximum resolution time: Priorities 1 and 2: Up to 2 business days. Priority 3: Up to 1 week. Priority 4: Up to 2 weeks. Priorities 5 and 6: No limit. Guaranteed availability: 99.5% annually. Notification in case of data security breach: within 24 hours SLA Custom This level will be negotiated individually, with customized parameters and costs proportional to the requirements and guarantees demanded by the Customer. 18.4. Penalties for SLA Non-Compliance SLA Levels 1, 2, 3, and 4 When the % of SLA non-compliance exceeds 30%, the Customer may: Terminate the Contract at no additional cost and with immediate effect; Request a refund of unused payments. SLA Plus % non-compliance > 10% and ≤ 20%: 25% reimbursement of the monthly base license. % non-compliance > 20% and ≤ 30%: 50% reimbursement of the monthly base license. % non-compliance > 30%: 100% reimbursement of the monthly base license; Right to termination without additional costs. SLA Custom Penalties will be negotiated and defined according to the Client's specific Contract. No penalties will be assumed for: Direct costs included in the monthly fee (e.g., SMS, voice sends). Compensation for the Client's business losses. Fines resulting from security breaches, covered by E-goi's cybersecurity insurance. 18.5. Service Level Reports SLA and KPI reports are not included. This service can be budgeted at the Client's request. It is the Client's responsibility to tally SLA compliance. 18.6. Reviews and Applications These SLAs may be reviewed annually, with application in the second quarter of each year. 19. SLA Time Counting Counting Responsibility: The responsibility for counting and monitoring SLA (Service Level Agreement) times lies solely with the Client. Tools and Metrics: E-goi provides tools and reports that facilitate tracking metrics related to the SLA. However, the use and interpretation of these resources are entirely the Client's responsibility. Impact of Incorrect Counting: E-goi is not responsible for delays or failures in executing actions that result from incorrect counts performed by the Client. Consultation and Support: If the Client needs clarification on how to carry out SLA time counting, E-goi will be available for support upon request, as agreed in the contract terms. 20. Service Continuity E-goi has a Business Continuity Plan (BCP) designed to ensure the continuity of critical operations in disaster situations, protecting human and physical resources, and restoring essential functions necessary for the organization’s survival. Additionally, E-goi implements specific incident reaction processes, aimed at mitigating disruptions and ensuring service availability at levels equivalent to those defined in these Terms. For the purposes of this clause, an incident is considered any unexpected event that could affect the normal provision and execution of the Service as stipulated in this Contract. The BCP may be partially available for consultation upon Client request. 21. Audit For the exclusive scope of the SLA (Service Level Agreement) contracted by the Client, the Client may, depending on their SLA, conduct audits related to these Terms, observing the conditions established in Clause 15 (Security Audit and Report Rights) of the Data Processing Agreement (attached to this Contract). 22. Rules and Abuse 22.1. General Rules By agreeing to these Terms, the Client commits to following these rules: - The Client will comply with the Acceptable Use Policy (attached to this Contract). - If the Client uses our API, they will comply with the API Usage Policy (attached to this Contract). If the Client violates any of these rules, E-goi may issue a warning to suspend or terminate the Service. 22.2 Reporting Abuse The Client is obliged to comply with the Acceptable Use Policy (attached to this Contract). If it is determined through external sources to E-goi that the Client has violated any of these Terms (including sending spam or infringing on protected trademarks or copyrights), E-goi provides a contact means for reporting abuse. 23. Compliance with Laws and Regulations The Customer declares and guarantees that their use of the Service will comply with all applicable laws and regulations, including but not limited to: Data Protection Laws: The Customer is responsible for complying with all applicable data protection laws, including but not limited to, the General Data Protection Regulation (GDPR) and the General Law of Data Protection (LGPD), with respect to the collection, use, processing, storage, and transfer of personal data. This includes obtaining necessary consents, providing transparency about data processing, and ensuring data subjects' rights, in accordance with the Data Processing Agreement (DPA) (attached to this Agreement). Anti-spam laws, regulations, or rules: The Customer will comply with all applicable anti-spam laws and regulations, including but not limited to obtaining prior consent for sending marketing communications, providing clear unsubscribe mechanisms, and refraining from deceptive or abusive practices. Intellectual Property Rights: The Customer guarantees not to infringe any third-party intellectual property rights, including copyrights, trademarks, and patents, when using the Service. Consumer Protection Laws: The Customer will comply with all applicable consumer protection laws regarding the use of the Service, including but not limited to, transparency about their marketing and sales practices, and ensuring that their Contacts have the right to unsubscribe from marketing communications. Sector-specific Laws and Regulations: The Customer is responsible for complying with any specific sector laws and regulations that may apply to their use of the Service, such as HIPAA (for health information), GLBA (for financial information), and other applicable regulations. Anti-Corruption and Anti-Bribery Laws: The Customer will comply with all applicable anti-corruption and anti-bribery laws and regulations. Sanctions and Export Laws: The Customer will comply with all applicable laws and regulations. 24. Responsibility 24.1. Limitation of Liability To the maximum extent permitted by law, the Client acknowledges and agrees that: (i) the Client assumes full responsibility for any loss resulting from the Client’s use of the Service; (ii) E-goi and its Employees shall not be liable for any indirect, punitive, special, or consequential damages, including, without limitation, loss of data, loss of profits, revenues, business opportunities, brand value, or anticipated savings, under any circumstances, whether based on negligence or even if E-goi has been advised of the possibility of such damages; (iii) exceptionally, in the event that the existence of willful misconduct or gross negligence exclusively attributable to E-goi is established in a clear, irrefutable manner by a final, non-appealable court decision, E-goi’s liability shall be limited solely and exclusively to the direct damages effectively proven, and any compensation for indirect damages, loss of profits, moral damages, punitive damages, or consequential damages is hereby expressly excluded; (iv) in any calendar month, the total aggregate liability of E-goi and its third-party providers, licensors, distributors, or suppliers toward the Client, arising out of or in connection with the Agreement (whether in contract, tort, including negligence, breach of statutory duty, or otherwise), shall in no event exceed the amount actually paid by the Client to E-goi up to the act or event giving rise to the claim. The Client is responsible for any content sent to and through the Service. Without limiting other provisions of these Terms, it is the Client's responsibility to review all content before sending any Campaign through the Service. E-goi is not responsible for any content the Client sends through the Service. To avoid doubt, under no circumstances will E-goi or its Employees be liable for any loss or damage suffered if the Client uses the Service in violation of these contractual terms, regardless of whether we terminate or suspend the Service due to such violation. 24.2. No Warranties Except as expressly stated in these Terms, the Service is provided as-is. To the fullest extent permitted by law, E-goi does not provide any warranties, conditions, or commitments of any kind in relation to the Service, whether express or implied. This includes, without limitation, warranties of merchantability and fitness for a particular purpose, data loss, merchantability, or non-infringement or any warranties regarding the accuracy, reliability, or availability of any content or information available through the Service (including any outcome), which are to the fullest extent permitted by law, excluded from the Agreement. As clients use the Service for various reasons, we cannot guarantee that the Service will meet the Client's specific needs. 25. Beta Features and Limitations E-goi may, from time to time, offer features or services in a "beta" state. These features are made available for testing and feedback collection, allowing the Client to try new tools before their official release. Beta features are still in the development and improvement phase. They are provided "as-is" without any guarantee of performance or continuous availability. Use of these features may be free during the beta period, but E-goi reserves the right to change access conditions in the future, including the possibility of discontinuing them or making them a paid feature, without any guarantee of inclusion in existing contracts. 26. Customized Contracts (Custom) 26.1. Special Conditions For Customized Contracts, E-goi offers specific conditions that may include pricing, payment, SLA, service levels, features, capacity, performance, and other contractual clauses tailored to the Client's needs. These customized conditions take precedence over the present Terms and annexes, being defined in a specific agreement between the parties. 26.2. Pay-per-Use Billing with Minimum Consumption Commitment Billing is carried out exclusively based on actual Service usage (e.g. SMS sending), with no minimum or fixed monthly fee. However, the Client undertakes to meet a minimum consumption volume during the term of the Agreement, as stipulated in the specific conditions. This commitment constitutes a contractual obligation, regardless of the volume actually used. Renewal Conditions: In the event of Contract renewal, the Client may carry forward any unused consumption balance to the new contractual period, provided that the new Contract includes a minimum commitment equal to or greater than the previous one, adding the previously unconsumed units. Non-Renewal Conditions: If the Contract is not renewed, the Client shall be liable for the full payment of the agreed minimum contractual consumption, with the difference between the actual consumption and the committed minimum being invoiced accordingly. 26.3. Instalment Billing with Minimum Consumption Commitment This billing model applies to products and Services contracted under a total consumption commitment scheme with a minimum monthly instalment. The Client undertakes to a total consumption volume (e.g. 120,000 SMS) to be used over the term of the Agreement (e.g. 12 months). The Client may use the entire or part of the contracted volume at any time during the contractual period, without any monthly consumption limit.. Regardless of actual usage, the amount invoiced monthly shall correspond to the greater of: - The minimum monthly value stipulated in the contract; - The minimum monthly value stipulated in the contract plus any excess consumption accumulated up to that point. This mechanism ensures the gradual execution of the consumption commitment and prevents excessive billing concentration in specific periods. Renewal Conditions: In the event of Contract renewal, the Client may carry forward any unused consumption balance to the new contractual period, provided that the new Contract includes a minimum commitment equal to or greater than the previous one, adding the previously unconsumed units. Non-Renewal Conditions: If the Contract is not renewed and the Client still holds an unused consumption balance, it shall be forfeited immediately upon Contract termination. . 26.4. Fixed Periodic Billing with Preloaded Units and Minimum Consumption Commitment This billing model applies to products and Services contracted under a fixed periodic billing regime, with preloaded units (e.g. SMS, transactional messages, etc.) and a minimum consumption commitment over the Contract term. The Client undertakes to a total consumption volume (e.g. 120,000 SMS) to be used during the contractual period (e.g. 12 months). The contracted units are made available at the beginning of each billing period (e.g. monthly, quarterly), on a prepaid basis, with the corresponding amount invoiced in full at that time, regardless of actual usage. The Client may consume the assigned units at any time, within the contractual period, with flexibility and without monthly limitations. However, this model requires the Client to consume the full contracted volume by the end of the Agreement. Renewal Conditions: In the event of Contract renewal, the Client may carry forward any unused units to the new contractual period, provided that the new Contract includes a consumption commitment equal to or greater than the previous one. Non-Renewal Conditions: If the Contract is not renewed and there are still units available, they shall be automatically forfeited on the Contract termination date, with no entitlement to refund, credit, or compensation.. 26.5. Subscription/Licensing This applies to products and Services billed on a recurring fixed fee basis, as contractually agreed, regardless of actual volume or frequency of use by the Client. The subscription value is contractually defined and may be subject to automatic renewal unless otherwise stated. Depending on the case, the subscription may include access to the Service, usage rights of specific features and/or continuous-use licences. The periodic billing obligation remains in effect for the entire contractual period, regardless of payment cycles, invoice dates, actual Service usage or available resources. 26.6. One-Shot Billing This applies to the purchase of a one-off service with a fixed, pre-defined value, such as projects, training sessions, initial setup, integrations, technical consultancy, among others. Billing is processed once, upon formal confirmation of the service or project by the Client. The value is fixed and agreed upon based on a previously approved proposal. Services under this model are generally linked to an estimated number of man-hours or to specific deliverables previously defined within the project scope. Any changes to the initial scope may require a review of conditions and additional approval. 26.7 Collection of Overdue Amounts If the Client fails to pay the due amounts within the agreed period in their Customized Contract, they expressly authorize E-goi to initiate collection procedures, either through non-judicial means (such as notifications, contacts, or communications) or through legal action. All expenses arising from these actions (including fees, attorney fees, and court costs) will be entirely the Client's responsibility, as they result from the non-fulfillment of obligations set in the Contract. 26.8 Custom Projects For special projects, E-goi offers hour packages that can be used for creating, imagining, and developing custom projects. These packages may include the execution of small custom projects, integrations, solution implementation, and specialized technical support, as well as other small to medium scale actions. The hours granted in the package must be used within the term of the associated contract. Unused hours at the end of the contract will not be transferred to subsequent contracts. E-goi will be solely responsible for monitoring and communicating the consumption of the granted hours. Each project will follow these points: Timeline: It will be presented at the start of the project and covers all development stages, periods for approval of graphic pieces and features developed by E-goi, as well as the time allocated for testing by the Client. Client Commitment: Upon awarding, the Client commits to following the timeline, signing the acceptance of it. Adjustment Period: After project delivery, the Client will have 15 business days to request any adjustments. After this period, the project is considered completed. Maintenance License: If the project includes a maintenance license (annual or monthly), warranty and correction of any failures, as well as maintenance, are covered for the payment duration. Without this license, the project has a 12-month warranty after delivery. Response Deadlines: The Client has up to 5 business days for approvals, quality tests, validation of project phases, or delivery of necessary material, under the project manager’s guidance. Implications of Delay: Lack of response within the agreed deadlines may affect the project’s final delivery. Non-response will result in an automatic rescheduling of the delivery timeline, adding the delay time to the timetable. If this undermines project coordination, E-goi reserves the right to reschedule the final delivery up to a maximum of five times the Client's delay period. 26.9. Client-led Integrations and Implementations If the Client needs to perform integrations or other technical implementations to fully utilize the Service, E-goi may stipulate an indicative period for the completion of these integrations. During this initial period, E-goi will provide the necessary technical support to facilitate a smooth and hassle-free integration. After this phase, support will continue as outlined in the applicable Service Level Agreement (SLA). Billing for the Service will commence on the contractual activation date and will not be suspended or adjusted due to delays in the Integration process attributable to the Client. Additionally, even if the Client's actual use of the Service occurs for a period shorter than contractually established, full payment of the agreed amount for the contracted period is still due, according to the conditions set in the respective Agreement. Therefore, it is advisable for the Client to finalize integrations promptly to maximize the benefits of the contracted Service. 26.10. Additional Clauses or Annexes In the event that the Client requests the inclusion of clauses or additional annexes not originally set forth in this Agreement, it will be necessary to trigger the E-goi Contract Customization procedure, constituting a Customized Contract as defined in clause 6.2 of these Terms. This process involves a careful adaptation by E-goi and a comprehensive review by E-goi's legal department. Executing this procedure may incur additional costs, which will be agreed upon in advance. This mechanism aims to ensure that the inclusions meet E-goi’s legal and operational standards, maintaining the integrity and effectiveness of the Agreement. 27. Closure 27.1. Transfer of Contractual Position E-goi may, at any time, assign, in whole or in part, its contractual position, including the rights and obligations arising from this Agreement, to any company within its corporate group or to any third party, upon providing the Client with prior written notice of at least 30 (thirty) days. Such assignment shall not adversely affect the Client’s rights nor result in any amendment to the terms and conditions in force. Without prejudice to the foregoing, should the Client wish to terminate the Agreement prior to the expiry of the initially agreed term, in the absence of any breach attributable to E-goi or any other legally or contractually valid ground for termination, the Client shall be liable to pay a compensation amounting to 30% (thirty per cent) of the total value of the remaining months until the end of the contractual term. Such compensation is of a strictly compensatory nature and not a penalty, and is intended to indemnify E-goi for the costs, investments and commitments undertaken on the basis of the agreed contractual term, including, without limitation: a) The initial and ongoing investments made for the purposes of technical setup, integrations, customisations, specific configurations and, where applicable, dedicated support; b) The allocation and planning of human, technical and financial resources throughout the entire term of the Agreement; c) The commercial terms applied, including any discounts or financial benefits, which were determined based on the minimum term commitment assumed by the Client. Early termination by the Client therefore has a direct impact on the financial equilibrium of the Agreement, making it necessary to partially recover the costs incurred in order to safeguard the sustainability and quality of the Service. The compensation amount shall be immediately due and payable, without prejudice to any other rights or remedies available to E-goi under this Agreement or applicable law. 27.2. Data Deletion and Retention Inactivity: The Service is considered inactive if there is no access or use of the Service for a continuous period of 90 days. Block due to Terms of Service violation: The Service may be blocked due to a violation of any of these Terms or other Policies that complement it. Block due to non-payment: First Notice: The day after the payment deadline, an email notification will be sent to the Client informing of the delay and requesting immediate payment. Second Notice: After 15 days without payment, a new email is sent informing the Client that they have another 15 days to settle the situation, under the risk of Service blockage. Blockage: If the payment is not made after these 30 days of non-compliance, the Service will be blocked, and an email notification will be sent to the Client informing about the suspension of access and functionalities. Customized Contracts: The process will follow the procedures defined in clause 12.3. (Notices and Communication to the Client) of these Terms. If the Service remains inactive or blocked for 90 consecutive days after the date of inactivation or blockage, the Client's data may be permanently deleted. Deleted data includes: Contact lists Campaigns Reports Other stored information. During the period of inactivity or blockage, E-goi will send regular notices to the Client's email address associated with the Service. If the Client does not intend to use the Service, it is recommended that they manually export the data before closure or deletion. 27.3. Data Access and Exportation The Client may have access to the data to perform the export, as long as the Service is not blocked. In a Customized Contract, the Client may request an extension of the access period for up to an additional 30 days, subject to prior agreement. 27.4. Data after Service Closure Retention Period: After the Agreement or Service is terminated, E-goi will delete or return the data under the Client's possession or control in compliance with the Personal Data Processing Agreement (Clause 14), attached to this Agreement. In case of retention, E-goi will retain the data for a maximum period of 90 days, unless a different legal requirement exists. Permanent Deletion: After the retention period or at the Client's request, the data will be permanently deleted, including backup copies, unless a legal requirement for retention exists. In a Customized Contract, E-goi can issue, upon written request, a certificate of deletion. 27.5. Deleted Data from the Service Deleted data from the Service will not be recoverable. The username (“login”) associated with the Service access will not be available for reuse in new subscriptions. 28. Changes to Terms E-goi may amend, update, or revise these Terms and its associated policies, as well as the features, characteristics, and structure of the Service. The latest version will always be published on the E-goi Site and communicated to the Client via RSS. Whenever the changes involve significant modifications in the contractual conditions, prices, or essential functionalities of the Service, the Client will be notified at least 30 days prior to the effective date of these changes, as already provided in clauses 9 (Changes to Billing and Taxes) and 11.1 (Periodic Updates for Inflation and Exchange Rate) of these Terms. If the Client disagrees with the changes, they may terminate the Contract by sending written communication within 30 days after the notification. Continuing to use the Service after the changes come into effect will be considered acceptance of them. E-goi may also, at any time and without prior notice, make non-substantial modifications to the Service, including technical or operational updates, as long as they do not significantly impair the experience or the rights of the Client. Finally, E-goi reserves the right to suspend or discontinue the Service or parts of it, committing to communicate such a decision as early as possible and to make reasonable efforts to mitigate any impacts on the Client. 29. Access to the Service The Client is responsible for keeping their login name and access password to their Service confidential. The Client is also responsible for any instance of the Service they have access to and any activity that occurs through the use of said Service (except for activities for which E-goi is directly responsible but which were not carried out according to its instructions), whether the Client has authorized it or not. The Client must inform E-goi immediately about any unauthorized access or use of the Service. E-goi is not liable for any loss due to stolen or compromised passwords. E-goi does not have access to the Client's current password and, for security reasons, can only provide instructions for the Client to create a new password. E-goi has the right to update any contact information in the Client's Service for billing purposes. Furthermore, the Client declares and guarantees that all information provided to E-goi when contracting the Service and when accessing and using the Service is and will remain complete and accurate. E-goi can contact the Client, or any licensee, authorized person, or member added to the Client's Service, based on the information provided in the Service by the Client. 30. Dispute Resolution E-goi does not know the internal workings of the Client's organization nor the nature of their labor and personal relationships. The Client will not request access or information about an instance of the Service that is not theirs and will resolve all disputes related to the ownership of the Service directly with the other party. 30.1. Informal Resolution The Client and E-goi agree that good-faith informal efforts to resolve disputes often result in quick, effective, and mutually satisfactory solutions. Therefore, before resorting to the courts, both parties commit to trying to resolve any dispute or disagreement informally and in good faith through direct contact. If the dispute is not resolved within 60 days after the first informal contact, either party may initiate legal action as outlined in clause 31.5. (Applicable Law and Competent Jurisdiction). 30.2. Arbitration If the dispute cannot be resolved informally, the Client and E-goi agree to resolve any dispute arising from these Terms or the Service through binding arbitration, except for matters that may be brought to a small claims court. Arbitration will be conducted by the competent judicial instances in Matosinhos, expressly excluding any other. 30.2. Applicable Law and Venue The laws of Portugal will govern all disputes arising from this contract and its attachments, or related to them, irrespective of conflict-of-law rules. Any legal action shall, to the exclusion of all other Courts or jurisdictions, be filed in the courts of Portugal, specifically in the Civil or Criminal Instance of Matosinhos. 31. Other Issues 31.1. Notices The Client agrees that E-goi can provide notices to the Client via email, SMS, postal mail, or postings on the E-goi website. Notices sent by email will be considered delivered and received when the email is sent. Notices sent by postal mail will be considered delivered and received three business days after the mailing date. Notices posted on the E-goi website will be considered delivered and received when posted. 31.2. Assignment and Transfer of Contractual Position The Client may not assign or transfer, in whole or in part, their contractual position, nor any rights or obligations arising from this Agreement, without the prior written consent of E-goi. E-goi may, upon prior notification to the Client, assign or transfer this Agreement or any of its rights and/or obligations to another entity within its corporate group or to third parties, notably in the context of corporate restructurings, mergers, acquisitions, or business transfers, provided that it does not prejudice the Client's essential rights. Any assignment or transfer made in violation of this clause will be deemed null and void, unless expressly authorized by the affected party. 31.3. Force Majeure E-goi will not be responsible for any failure or delay in fulfilling Service obligations due to events beyond E-goi’s reasonable control, including but not limited to acts of war, terrorism, natural disasters, strikes, lockouts, civil disturbances, pandemics, internet infrastructure failures, or power outages. 31.4. Severability If any provision of these Terms is found invalid or unenforceable by any court of competent jurisdiction, the other provisions of these Terms will remain in full force and effect, and the invalid or unenforceable provision will be deemed modified to the extent necessary to make it valid and enforceable to the maximum extent permitted by law. 31.5. Waiver The failure to exercise or any delay in exercising, by either party, any right or ability provided in this Agreement will not constitute a waiver of that right, nor prejudice any subsequent exercise thereof. Similarly, any express or implied waiver by either party of any contractual provision will not imply a waiver of that provision in future situations, nor of any other contractual provisions, unless expressly agreed to in writing by both parties. 31.6. Entire Agreement These Terms, together with the Acceptable Use Policy, Data Processing Agreement, API Policy, Cookies and Privacy Statement (all attached to this contract) and any other applicable terms accepted by the Client upon using the Service (also attached to this Agreement), constitute the entire agreement between the Client and E-goi and replace all prior or contemporaneous agreements, written or oral, regarding the subject matter of these Terms. 31.7. Governing Law The laws of Portugal will govern all disputes arising from the Service and the Agreement, or related to them, regardless of conflict of laws rules. Any legal action will be resolved exclusively in the courts of Portugal. 31.8 Language These Terms may be translated into other languages. However, in the event of any conflict or inconsistency between the Portuguese version and any translation, the Portuguese version will prevail.