This instrument establishes the General Terms and Conditions of Service Provision (“Terms”) between BP TAX GLOBAL ADVISORY SA , a private law legal entity, registered with RUT No. 217597040017 , with registered office at Dr. Luis Bonavita 1294, Oficina1431. Montevideo, 11300, Uruguay , hereinafter referred to as “BPTax” , and the Client , qualified in the respective contract or Service Provision Proposal.
1. DEFINITIONS
Central Bank of Brazil (“BCB”): Federal agency responsible for implementing Brazil’s monetary, exchange rate and financial policy, as well as regulating and monitoring the national financial system.
BPTax: Refers to BP TAX GLOBAL ADVISORY SA , responsible for executing the services described in this contract.
Client: Individual or legal entity that contracts BPTax services , accepting the terms and conditions established herein and qualified in the Service Provision Proposal.
Civil Code: Set of rules governing civil rights and obligations in Brazil, as set out in Law No. 10,406 of January 10, 2002.
Declaration of Foreign Capital Abroad (“DCBE”): Declaratory obligation imposed by the Central Bank of Brazil on individuals and legal entities resident in the country who have assets abroad in an amount equal to or greater than the limit established by current regulations.
Forms: Documents required to carry out the “know your customer” (KYC) process, which aims to verify the identity, suitability and origin of the funds of customers, in accordance with compliance and anti-money laundering regulations. These forms may include registration information, proof of identity, financial statements and other documentation requested by BPtax to comply with legal and regulatory obligations. They may include, but are not limited to, the Application Form for Incorporation of Companies Abroad, Company Transfer Form, Individual Form, among others.
Personal Income Tax (“IRPF”): Federal tax applied to the income and proceeds of individuals resident in Brazil, as established in specific legislation and regulations of the Brazilian Federal Revenue Service.
General Data Protection Law (“LGPD”): Law No. 13,709, of August 14, 2018, which establishes rules for the collection, processing, storage and sharing of personal data in Brazil.
Service Proposal (“Proposal”): Formal document issued by BPtax , detailing the specific conditions for the execution of the services, including scope, deadlines, values, responsibilities and other applicable terms. The Proposal, when accepted by the Contractor, becomes part of this contract, binding the parties to the conditions established therein.
Professional Services: Set of specialized activities provided by BPtax to the Client, as described in the Proposal.
Terms and Conditions: Set of rules and obligations that regulate the relationship between the parties with regard to the provision of services.
2. SCOPE AND PURPOSE OF SERVICES
2.1. BPTax will provide accounting advisory services, tax planning, tax consultancy and support in the regularization of international tax and accounting obligations, including, but not limited to, tax compliance services, consultancy for tax burden optimization, opening and regularization of national and international companies, preparation and review of financial reports, support in tax declarations and ancillary obligations, succession planning and asset structuring.
2.1.1 The specific service applicable to the Customer will be duly specified in its service provision proposal, not necessarily covering all those mentioned in the clause above.
2.2 The Client is aware that the Professional Services do not include the annual submission of the Declaration of Foreign Capital Abroad (“DCBE”) to the Central Bank of Brazil or the completion or submission of any obligation related to the Personal Income Tax (“IRPF”). The need for the aforementioned demands will be the subject of a specific proposal sent to the client upon request.
2.3 The Client declares to be aware and agrees that the provision of services will depend on the information and documents provided by him/her, and it is his/her responsibility to guarantee their veracity and integrity.
2.4 The Client declares to be aware that BPtax does not have automatic access to asset, financial and/or banking data (bank statements, current accounts, etc.), so that, if not provided for in the Service Provision Proposal, BPtax will be exempt from meeting any demand involving such information, including, but not limited to, the DCBE (Declaration of Brazilian Capital Abroad) or IRPF Declaration.
3. PROFESSIONALS
3.1 To provide the Professional Services, BPtax shall employ professionals from various areas and specialties, committed to the execution of the Professional Services in a qualitative and continuous manner. They shall be previously introduced to the Client, so that they shall work under the responsibility and coordination of Mr. Carlos André Lopes da Costa and Mr. Bruno Peixoto, partners of BPtax.
3.2 If there is a need to hire independent professionals, such as auditors, lawyers, experts and others, the Client will be consulted and must previously approve any hiring, which will be invoiced directly by the service provider (the Client ) .
4. EXECUTION OF PROFESSIONAL SERVICES
4.1 The Client acknowledges that the Professional Services may include suggestions and recommendations, the decisions regarding their interpretation and execution of which shall be made exclusively by the Client .
4.2 The Client will be responsible for fully providing the information (via physical or electronic means) necessary to provide the Professional Services.
4.3 Once the Professional Services have been delivered, the Client agrees that it will be his/her responsibility to evaluate the suitability and results of the Professional Services.
5. COMMUNICATIONS RESULTING FROM PROFESSIONAL SERVICES
5.1 Any communications issued by BPtax , whether in writing or through other means, including, without limitation, any reports, shall be considered by the Client to be within the scope of the Professional Services, subject to the limitations and conditions set forth in this agreement. Such information, documents and reports, whether written or otherwise, are collectively referred to as “Communications”.
5.2 The nature of the Professional Services requires prompt communication of any developments, procedures or changes agreed with the Client . Therefore, the Client declares that he/she is aware that “Communications” from BPtax may be made in any of the ways indicated in item 5.1.
5.3 The Customer agrees that any “Communications” are for the exclusive use of the Customer and must not be distributed or disclosed to third parties.
6. CONFIDENTIALITY AND DATA PROTECTION
6.1 The Client and BPtax undertake to keep confidential all information and documents of any kind and format, directly or indirectly related to this agreement and the Professional Services (“Confidential Information”), except for those that: (i) at the time of their disclosure by one Party, are already available to the general public; (ii) whose disclosure is required by a governmental authority or judicial, legal or regulatory determinations, which bind either Party; or (iii) whose disclosure is expressly authorized by the Party that originally held it.
6.2 BPtax will proceed with the services in a way that enables compliance with the rules of Law No. 13,709, of August 14, 2018 (“LGPD”), it being clear that the LGPD does not specifically establish which standards, technical means or processes must be applied so that the data obtained is considered sufficiently anonymized.
6.3 BPtax will provide Professional Services based on the premises of the LGPD, in particular the principles of purpose, adequacy, transparency, free access, security, prevention and non-discrimination in the processing of data.
6.4 The Parties agree that the user’s consent to provide data must be free, informed, unambiguous and related to a specific purpose.
6.5 The Parties mutually undertake to comply with the LGPD, and BPtax is responsible for changing or adapting the business rules applicable to the premises of the LGPD, whenever requested or necessary, in addition to providing Professional Services following the rules related to the processing of collected data.
6.6 The Client unequivocally authorizes BPtax to collect, store and process all of his/her personal data during the term of this contract, and the impossibility of processing the data will result in the early termination of this agreement.
7. PRICE AND CONTRACTING OF SERVICES
7.1 BPtax will provide the services described in the Service Provision Proposal, in accordance with the detailed scopes and values specified therein.
7.2 The contract will be considered valid from the formal acceptance of the proposal by the client, whether by digital signature, confirmation by email or any other electronic means that proves express agreement.
7.3 The services will be performed according to the deadlines, stages and conditions described in the Service Provision Proposal, also observing these Terms and Conditions.
7.3.1 Any services not provided for in the Service Provision Proposal will not be included in the scope of services.
7.4 BPtax will begin providing the Professional Services indicated in 7.1. and in the Service Provision Proposal after approval in the compliance process and after full payment has been made by the Client.
7.5 The Client must immediately inform BPtax of any change of email address and telephone number. BPtax shall not be liable for any default, penalty or delay caused by the Client’s failure to provide new contact details.
7.6 If the Client makes payment and delivers all documentation to BPtax for the provision of Professional Services, the total or partial refund of amounts will depend on an internal analysis to determine the facts, reasons, and amount to be defined as refund, with feedback to the client within 10 (ten) business days from the date of the request.
7.7 Any and all requests for payment refunds must be made via email to the BPtax Customer Service Area .
7.8 The price of the Professional Services listed in the Service Proposal is subject to update, in view of the occurrence of an increase or institution of taxes, charges, fees, tariffs or any other charges eventually required/instituted by the jurisdiction of the company for the maintenance and regularity of the company. It is BPtax ‘s responsibility to demonstrate the obligation and the value corresponding to its fulfillment.
7.8.1 If the service is contracted or provided through a provider/supplier and there is any change in the price charged by this provider/supplier, the increase will be passed on to the Customer .
7.9 The amounts presented in the Service Proposal are expressed in US dollars ( USD ) or in Brazilian reais (BRL ), as indicated in each item. For services contracted in Brazilian reais (BRL), prices may be adjusted annually, starting on the date of signature, based on the positive variation of the IGP-M index (or another official index that may replace it). For services contracted in US dollars (USD), the amounts may be adjusted annually based on the positive variation of the official inflation index of the United States, the Consumer Price Index ( CPI ), published by the US Bureau of Labor Statistics .
7.10 If payment is made in reais, the exchange rate ( USD/BRL ) will be applied according to the payment processor used by BPTax to convert the amount. The exchange rate used is the ptax (available on the website of the Central Bank of Brazil) relative to the invoice due date.
7.10.1 Regardless of the currency, prices may also be revised in the event of relevant changes in the scope of services, a substantial increase in the complexity of operations or changes in applicable legislation or regulations.
7.11 Services that are not expressly described in the Service Proposal must be previously consulted and agreed upon between the parties, and are subject to a specific budget and conditions. Additionally, in the event of dissolution of the company, change of registration agent or transfer of management to another entity or service provider, additional fees may be charged, according to the current table or budget to be presented at the time of the request.
7.12 The payment method is that indicated in the Service Provision Proposal. The client acknowledges that, depending on the jurisdiction, some payment methods are not available and must be consulted in advance.
7.13 The Client declares that he/she is aware that in the case of payment made to a company based abroad, the collection of any tax on the price of the Professional Services will be his/her responsibility, including, but not limited to, the Tax on Financial Transactions required on international transactions carried out with a credit card.
7.14 The price of the Professional Services described in Item 7 is applicable, solely and exclusively, to companies with standard capital, understood as those with up to 50,000 (fifty thousand) shares, in accordance with the legislation of each country. If the company to be incorporated does not have standard capital or is transformed into a company without standard capital, the price of the Professional Services will be revised to adapt to the values practiced for the maintenance of companies of this nature.
8. NON-COMPLIANCE
8.1 In the event of default, the Customer will automatically be in default and the amounts due will be subject to a late payment fine of 10% (ten percent) and interest on arrears of 1% (one percent) per month. In the event of legal collection, attorney’s fees will be 10% (ten percent) of the amount due.
8.2 The Client is aware that failure to pay the amount due for the Professional Services, in relation to the provisions of 7 above and in the service provision proposal, will result in the application of fines/penalties by the company’s registration body. The fines/penalties will be collected by BPtax and passed on to the jurisdiction’s registry for the regularization of the company.
8.3 The Client is aware that fines/penalties may be adjusted by the company’s registration body without prior notice and will be passed on by BPtax .
8.4 If the Client fails to pay for the Professional Services and the fines set out in Clauses 8.1 and 8.2 above within the period set by the company’s registration body, the company will be considered inactive by the jurisdictional authority.
8.5 In the event of default, BPtax is authorized to issue the relevant documents for the collection of outstanding amounts against the Client. Collection may be made by the means provided for by law, extrajudicially or through legal action.
8.6 If the Client ‘s default is proven , BPtax will register the debt, in its exact amounts, already converted to Brazilian currency and with the additions provided for in this contract, with the credit protection agencies, and may also forward the unpaid amount to the Notary Public and Protest Office and to the Credit Protection Agencies for the preparation of the debt protest and negative listing.
8.7 This clause of consent by the Customer in relation to sending information for protest and registration with credit protection agencies is unequivocal, and the Customer cannot claim any damages due to the registration of his/her data with credit protection agencies or any other legal action.
9. ASSIGNMENT OF CREDIT
9.1 BPtax may assign, in whole or in part, the credits arising from the collection of the price of Professional Services to third parties.
9.2 In this proposal, the Client expresses knowledge of and agreement with the possibility of assigning credits, and has nothing to object to the assignment, terms and conditions under which it will be made.
9.3 After the formalization of the assignment of credits, BPtax will not be responsible for the assigned contractual obligations or for the Customer ‘s collection process , with any responsibility being attributed to the assignee of the credit.
10. INSTRUMENT FOR THE EXTRAJUDICIAL TITLE EXECUTION ACTION
10.1 This contract constitutes an extrajudicial executive title, and the Client is aware that, if he/she does not comply with the obligations and payment for the Professional Services in accordance with this contract, BPtax may file an action to enforce the extrajudicial title, pursuant to article 784, item III, of the Code of Civil Procedure.
11. ELECTRONIC SIGNATURE AND DIGITAL SIGNATURE
11.1 The Parties declare and agree that this contract and the proposal for the provision of services, including all signature pages and any attachments, all formed by digital means with which they expressly declare to agree, represent the entirety of the terms agreed between them, replacing any other previous agreements formalized by any means, verbal or written, physical or digital, in accordance with art. 107, 219 and 220 of the Civil Code.
11.2 Under the terms of art. 10, § 2, of Provisional Measure No. 2,200-2, the Parties expressly agree to use and recognize as valid any form of proof of consent to the terms agreed upon herein in electronic format, even if they do not use a digital certificate issued in the ICP-Brasil standard, including electronic signatures and digitized signatures.
11.3 The formalization of the agreements in the manner agreed above will be sufficient for the full validity and binding of the Parties to this contract.
12. TERM AND TERMINATION
12.1 This contract will be valid indefinitely.
12.2 The termination of this agreement may be carried out by either Party and at any date, provided that the other party is notified at least 90 (ninety) days before the effective date of termination, in compliance with the provisions of Clause 7.6, above .
12.3 In the event of termination of this agreement, whether initiated by the Client or BPtax , the Client agrees to reimburse BPtax for the services and expenses incurred up to the effective date of termination of the provision of the Professional Services.
13. CUSTOMER STATEMENTS
13.1 The Customer acknowledges, declares and warrants that:
a) the documents, statements, facts, circumstances and information submitted to BPtax by the Client and/or its representatives are legitimate, true, complete and correct;
b) is aware that BPtax does not carry out any independent investigation or verification of the veracity and adequacy of the documents, statements, facts, circumstances and information provided by the Client ;
c) will always and immediately notify BPtax of the occurrence or imminent occurrence of facts that may cause changes in relation to the information previously provided, notably regarding the ownership of assets that make up the company’s assets, creation of liens or encumbrances of any kind, hiring of third-party service providers, or, further, any other facts, acts and legal transactions that may, in any way, impact the assets of the Client or the company constituted and whose knowledge may affect BPtax ‘s decision to continue with the contractual relationship, according to its internal compliance rules;
d) is aware that BPtax may request the provision of additional documentation or information from the Client , if it deems it necessary, but BPtax shall not be liable for doing so, and the presumption that BPax has or should have reason to know that the documents, statements, facts, circumstances and information submitted to BPtax by the Client are illegitimate, false, incomplete or incorrect is hereby rejected;
e) has, on this date, the capacity and legitimacy to enter into this contract, as well as to carry out all business established herein and comply with all obligations assumed herein, having taken all necessary measures to authorize its signature and comply with everything that was agreed;
f) this contract constitutes a legal, valid and binding obligation, enforceable in accordance with its terms, including through specific execution, in accordance with the law;
g) no third party authorization is required for the conclusion or execution of this contract;
h) is not in a situation of bankruptcy or similar legal status anywhere in the world and/or has no relations with a company in compulsory liquidation, due to insolvency or judicial investigation;
i) will not use the company to cover up or operate with funds related in any way to crime, including crimes linked to drug trafficking, terrorism, smuggling, illicit trafficking in arms, explosives, ammunition or materials intended for their production, illicit trafficking in organs, tissues and medicines, illicit trafficking in men, women or children, extortion, kidnapping, pimping, illicit trafficking in nuclear substances, illicit trafficking in works of art, animals or toxic materials or any other act that is classified as a precedent offense of money laundering, declaring that it is aware that the penalties for committing these crimes, misdemeanors and/or illegalities are severe and that the competent authorities may require BPtax to reveal details of the Client’s information provided by contracting the Professional Services, implying the delivery of such information;
j) does not hold or have held public office in the Executive, Legislative or Judicial branches, the Armed Forces, management or control of state-owned companies, positions as director, advisor, trustee or similar at the Central Bank of Brazil, management or representation positions in political parties or trade unions, nor is he/she related to people who hold or have held any of these positions;
k) is aware that the annual preparation of financial information of a company established by BPtax is merely informative in nature and will be produced exclusively based on documents provided by the Client and on questions to be asked by (the) Client or third parties indicated by the Client ;
l) knows that the work of preparing the company’s annual financial information will aim to inform the balance of assets, liabilities, results obtained and equity of the established company and will be based exclusively on the documents provided by the Client and on questions asked to the Client or third parties previously indicated by the Client;
m) the company established will be used for lawful purposes and any and all acts to be carried out with the company established will be communicated in writing to BPtax ;
n) is aware that the Professional Services provided by BPtax are based on the legislation and case law relevant at the time of the provision of the Professional Services and that, in the event of a change in the case law understandings or legislation applicable to the Professional Services, a new review may be necessary in order to verify possible reconsiderations;
o) is aware that the Professional Services provided by BPtax do not represent a legal opinion (which is restricted to Law Firms registered with the Brazilian Bar Association) and are based exclusively on existing legislation and jurisprudence, which is why the Client understands and agrees that the results of the Professional Services provided by BPtax may be audited and questioned by the tax authorities;
p) you are aware that the Professional Services do not bind the competent tax authorities or courts and should not be considered as a guarantee that they will agree with our opinion;
q) knows that BPtax does not guarantee and is not obliged to guarantee (a) the Client reimbursement of expenses and losses suffered due to any tax and/or administrative questions associated in any way with the Professional Services;
r) the goods and assets conferred on the incorporated company were or will be acquired legitimately and were or will be declared correctly in the corresponding jurisdiction and in Brazil.
14. FINAL CONSIDERATIONS
14.1 This Agreement, the Service Proposal and the Forms constitute the entire agreement entered into by the parties for the provision of the Professional Services and supersede all prior or contemporaneous agreements and understandings between the Parties, whether oral or written, relating to the Professional Services.
14.2 BPtax strictly complies with international ethical and disciplinary standards, as well as with anti-corruption and money laundering prevention laws applicable to the purpose of this contract and does not give, offer or promise, directly or indirectly, anything of value or advantage, with the aim of obtaining undue advantage, influencing an act or decision or directing business illicitly, in cash, gifts, discounts, favors or anything else of value.
14.3 For the purposes of the provisions of item 14.2, politically exposed persons shall be considered to be all those defined in the anti-corruption and money laundering prevention laws, even if acting on a temporary basis and/or without remuneration, at any level or instance, national or foreign, as well as political parties and their members, regulatory agencies, diplomatic representations, parastatal entities, state-owned companies or economic companies under government control, or employees or workers of any international organization, public or private.
14.4 If BPtax understands that there are significant restrictions to the performance of the work, after analyzing the Client ‘s adherence to anti-corruption and anti-money laundering laws, as well as compliance with any legislation, BPtax reserves the right to discontinue this contract. In this context, the Client will be promptly notified of BPtax ‘s decision.
