GENERAL TERMS

The MPuppe law firm provides specialized legal services, with a focus on Digital Law and related areas, such as Data Protection, Compliance, AI Governance, Cryptos and Tokenization, Intellectual Property, among others. Services include advisory work, legal opinions, preparation of legal documents, and contentious and extrajudicial representation.

The services offered through this website or digital channels are informational and institutional in nature and do not, in themselves, constitute a formal proposal for legal service provision. Effective engagement will depend on prior case analysis, acceptance of contractual conditions and execution of a specific instrument.

The following General Conditions shall govern the services contracted by the CLIENT, the subject of the “Proposal” and provided by MPUPPE.

The content made available on this website, including but not limited to articles, texts, legal opinions, contractual templates, informational materials, videos and any other publications, is intended exclusively for informational and educational purposes, with the aim of contributing to legal debate and fostering technical-legal knowledge among companies, professionals and the interested public.

No information or material made available should be construed as personalized legal advice, nor as a formal legal opinion applicable to specific cases. The practice of law requires individualized, confidential analysis based on the specific circumstances of each situation, pursuant to Article 7 of the Brazilian Bar Association Statute (Law No. 8,906/94) and the OAB Code of Ethics and Discipline.

The MPuppe law firm does not guarantee the accuracy, currency or completeness of all information made available, particularly given the dynamic nature of legislative changes in Brazil and abroad.

Any links to third-party websites are provided solely as a supplementary resource. MPuppe is not responsible for the content, security, policies or privacy practices of such websites, nor does it endorse any information contained therein.

The engagement of legal services offered by the MPuppe law firm will depend on prior analysis of the case by the firm's legal team, and will only be effected upon formal acceptance of a fee proposal or service agreement.

The completion of forms, sending of messages by e-mail, WhatsApp or any other communication channel, even where they include a description of facts or a request for a legal opinion, does not in itself constitute a contractual relationship or obligation to provide legal services, nor does it trigger the commencement of deadlines or commitments on the part of the firm.

All legal services are provided for remuneration previously agreed between the parties, taking into account the criteria of complexity, urgency and estimated time dedicated to the case, in accordance with the fee schedule of the competent OAB state bar.

MPuppe reserves the right to refuse or discontinue the provision of services at any time, within the limits of professional ethics and upon formal notice, in cases of conflict of interest, contractual default or other circumstances that compromise the integrity of the legal practice.

MPUPPE shall not be required to commence the provision of contracted services until the CLIENT has met its payment obligation.

MPUPPE shall be responsible for ordinary service delivery costs, such as general telephone, e-mail and internet services.

The Agreement does not cover extraordinary expenses, described herein on an illustrative basis: travel, meals, air tickets, trips and accommodation outside the cities of Belo Horizonte, Rio de Janeiro and São Paulo, meals with the counterparty or their representatives, notarial and court costs, expert reports or witness expenses, information requested from Real Estate or Commercial Registries, etc., which may be incurred in the provision of services for the CLIENT. Such expenses shall be borne by the CLIENT and shall be supported by documentary evidence.

Late payment of any invoice shall result in a late payment penalty of 2% (two percent) on the overdue amount, as well as interest of 1% (one percent) per month by way of monetary correction in accordance with the IGPM-FGV index.

All content made available on MPuppe's digital platforms, including texts, videos, articles, technical materials, logo, visual identity, document templates and other creations, constitutes the exclusive intellectual property of the firm or its licensors, and is protected by Law No. 9,610/98 (Brazilian Copyright Law) and other applicable regulations.

The reproduction, distribution, commercialization, modification, display or any other use of the content, in whole or in part, without the prior and express authorization of MPuppe is strictly prohibited, except where expressly indicated otherwise (such as content released under specific licenses, such as Creative Commons).

Where applicable, MPUPPE shall hold the intellectual property rights to the works it produces under this Agreement. The CLIENT may make copies of such works for its own internal use, but shall not provide such works or copies to third parties without the prior written consent of MPUPPE.

The obligations assumed by MPUPPE during the contractual relationship shall not prevent or limit the development and use of any ideas, concepts, information or know-how.

Improper or unauthorized use of the content may give rise to civil, administrative and criminal liability, subjecting the infringer to applicable legal sanctions, as well as an obligation to indemnify any losses and damages caused to the firm or third parties.

Where the website contains third-party content, such as doctrinal quotations or collaborations, such materials will be duly identified with the corresponding credits, and their use will comply with the limits of copyright legislation.

The Agreement shall be valid from the date of its execution, from the date of execution of this Proposal, or from the moment the provision of our services commences, whichever is earlier, remaining in force until the Services are rendered, unless terminated early in accordance with the terms set out below.

Either party may terminate the Agreement at any time and without penalty, by giving written notice with a minimum advance notice period of 60 days after the minimum term of the agreement set out in the signed proposal. Where the Agreement is terminated in this manner, all Services rendered up to the date of termination shall be paid for and all pending services shall be suspended.

Neither party shall disclose to third parties, without prior written consent, any confidential information that is identified as confidential in the case of written disclosure, or whose confidential nature has been confirmed in writing in the case of verbal disclosure.

This restriction shall apply for a period of five years from the date of disclosure and shall not apply to any information that:

Pursuant to the General Personal Data Protection Law, Law No. 13,709/2018, and in compliance with Regulation (EU) 2016/679 of the European Parliament and of the Council, both of which govern the protection of natural persons with regard to the processing of personal data and the free movement of such data, with the aim of protecting the fundamental rights of freedom and privacy and the free development of the personality of the natural person, including in digital media, it is hereby noted that the data provided by the CLIENT will be processed by MPUPPE, and in this regard:

I. MPUPPE, authorized on the basis of the contractual relationship it maintains with the CLIENT and for the performance of said contract, shall process the personal data provided by the contract signatories, the CLIENT's responsible contact persons, as well as all data generated during the professional relationship between them. Such data shall be processed with the aim of managing and administering the contractual and/or professional relationship established, studying the CLIENT's needs and preferences, registering on web portals enabled for the provision of certain services where necessary, and, where appropriate, on other tools owned by MPUPPE that may be required for managing the relationship with the data subject and/or CLIENT. We also inform you that, as a result of the contractual relationship between MPUPPE and the CLIENT, MPUPPE may send commercial and promotional information regarding the products and services provided by MPUPPE, as well as news and events that may be of interest and/or useful to the CLIENT, by e-mail, electronic media or other traditional means. If the recipient does not wish to receive such commercial and/or promotional communications, they may contact MPUPPE and formally express their wish to exercise the rights they hold in relation to data protection.

II. The CLIENT undertakes to provide such required data truthfully, correctly and in an up-to-date manner, and in the event of any change to the data provided, such changes must be communicated to MPUPPE for updating purposes. Likewise, the CLIENT declares that it is duly authorized and is aware of the appropriate legal basis for providing the data made available by the signatories and contact persons responsible for managing the contractual relationship and fulfilling the contracted services.

III. The CLIENT further declares that it has obtained consent or has a legitimate legal basis whenever personal data of third parties not present in this contract, but which appear in documents and information provided to MPUPPE, are disclosed.

For the provision of services contracted by the CLIENT, certain data may be shared with other professionals, such as external lawyers and consultants, including but not limited to accountants, translators, agents, immigration services, among others, where such processing is necessary for the development of the professional services offered by MPUPPE. Furthermore, for the purpose of filing the corresponding tax declarations and complying with applicable regulations, MPUPPE may share data with the Public Administration.

The rights of access, rectification, deletion, portability, restriction of processing and objection vis-à-vis MPUPPE or any of the designated processing agents may be exercised by sending an e-mail with the subject "Data Protection" to the address contato@mpuppe.com, including: first name, surname and a copy of a national identity document or similar identification document, the specific request, and a correspondence address for notification purposes.

The MPuppe law firm adopts technologies to support legal activities, including but not limited to computerized systems, specialized legal platforms, case management software, artificial intelligence (AI), document automation, communication and data analysis tools, always in compliance with Brazilian legislation, OAB regulations and the ethical principles of legal practice.

The use of technologies, including proprietary third-party software, is carried out in a supervised and validated manner by the firm's lawyers, with the aim of increasing efficiency, technical quality and the security of legal analyses, without replacing human judgment and professional critical thinking at any stage of the provision of legal services.

Any and all artificial intelligence tools, support algorithms, automation systems or contract analysis solutions that may be used by MPuppe are previously verified for their reliability, adherence to the Brazilian General Data Protection Law (LGPD) and compliance with the ethical rules of the legal profession, being used only as complementary technical support, without autonomous or automated interference in legal decision-making or legal advice.

By engaging the services of MPuppe, the client declares that they are aware that the firm may employ technological support tools in its work, including solutions licensed from third parties, provided they are used under the guidance, control and responsibility of the lawyers in charge, preserving professional confidentiality, the confidentiality of information and the quality of legal service delivery.

The Parties hereby declare that they are familiar with, understand and fully comply with the provisions of the US Foreign Corrupt Practices Act (FCPA), the UK Bribery Act, Brazilian Federal Law No. 12,846/2013 (Brazilian Anti-Corruption Law), as well as other applicable regulatory decrees, related state and municipal legislation, and international treaties and conventions on the subject ("Anti-Corruption Laws").

The Parties undertake to refrain from engaging in any acts that constitute corruption, bribery, fraud, influence peddling, money laundering, terrorist financing or other conduct prohibited by Anti-Corruption Laws, Anti-Money Laundering and Counter-Terrorism Financing (AML/CTF) regulations and international Anti-Money Laundering (AML) practices.

Each Party further declares that it adopts and will maintain internal compliance and due diligence policies ("Internal Compliance"), including Know Your Client (KYC) and Know Your Business (KYB) procedures, aimed at identifying, verifying and monitoring its clients, partners, suppliers, service providers and ultimate beneficial owners, with the aim of ensuring that its activities are in compliance with applicable legislation and the principles of business ethics and transparency.

Neither Party, nor their directors, managers, partners, employees, representatives, agents or third parties acting on their behalf, shall offer, promise, pay, authorize or accept, directly or indirectly, any amount, advantage or undue benefit to any public or private agent, individual or legal entity, domestic or foreign, for the purpose of obtaining favorable treatment, influence, business direction or any unlawful advantage.

Failure to comply with any of the obligations set out in this clause, including Anti-Corruption, AML, CTF, KYC and KYB regulations, shall constitute a serious breach and grounds for immediate and justified termination of the contract, regardless of prior notice, without prejudice to the innocent party's right to claim full indemnification for losses and damages, including reputational damages, in addition to taking any applicable legal measures before the competent authorities.

Any delay by either party in enforcing the terms or conditions set out in this Proposal or Agreement shall not affect or limit the parties' rights and powers under the Agreement.

The provisions contained in this document that expressly or implicitly intend to remain in force after the termination or expiry of the Agreement shall remain in force and shall continue to bind both parties.

This document does not impose on MPUPPE any impediment or restriction with respect to the provision of services to other clients, except for legal limitations arising from the nature of the services provided.

Neither party may publish any announcement or publication about this work without the other's consent; however, MPUPPE may identify the CLIENT as a client of MPUPPE and describe, in general terms, the nature of the Services for professional purposes, safeguarding the CLIENT's good reputation.

The proper performance of services will depend on documents and information from the CLIENT, which must be provided whenever requested.

Mere tolerance by either Party with regard to breaches by the other Party shall not constitute a waiver or novation.

Neither Party shall be liable for failure to meet its obligations hereunder due to the occurrence of an act of God or force majeure.

The Party affected by circumstances of an act of God or force majeure event assumes the duty to immediately notify the other Party of the occurrence of such events, to demonstrate the extent to which it has been affected and to indicate the likely duration of the situation and, where applicable, the measures it intends to take to remove or mitigate its impact.

Upon such notification and demonstration, the Parties may review contractual obligations and clauses, always bearing in mind the Principle of the Social Function of Contracts and Party Autonomy.

The provision of services shall not under any circumstances give rise to any employment relationship between the MPUPPE team and the CLIENT, or between the CLIENT's employees and MPUPPE, as they shall continue to be hierarchically and functionally subordinate to their respective companies, which shall bear sole responsibility for payment of salaries, employment and social security charges, taxes and other applicable additions relating to their employees.

The relationship between the Parties does not create, nor does it intend to create, any form of association, joint venture, corporate relationship or representation between the parties.

Any declaration of nullity or ineffectiveness of any of the undertakings contained in this proposal shall not prejudice the validity and effectiveness of the remaining provisions, which shall be fully performed, with the parties undertaking to make their best efforts to validly agree on arrangements to achieve the same effects as the undertaking that has been annulled or has become ineffective.

Any amendment to the provision of services shall only be valid and effective if made in writing and signed by the parties or their successors.

Notices relating to the relationship between the Parties shall be deemed given and received when addressed to the physical or electronic addresses of the professionals involved.

Unless expressly provided otherwise in writing, the MPuppe law firm may use the Client's name, brand and logo exclusively for institutional and portfolio purposes, including presentations, website and promotional materials, without disclosing confidential or strategic information.

Any systems, platforms and automated solutions that may be developed or used by MPuppe are complementary and internal in nature and do not form part of the contractual scope nor are the subject of this proposal, unless expressly agreed between the parties through a specific instrument.

This document shall be governed by and construed in accordance with Brazilian law.

The parties expressly agree, waiving any other jurisdiction, to submit any dispute arising from this contract and the proposed services to the courts of the Judicial District of Brasília / DF.