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PortalBox

TERMS OF USE AND CONDITIONS — PORTALBOX

This is an English translation of the Portuguese original; in case of conflict, the Portuguese version prevails.

Legal name: OPEN DIGITAL BRASIL INOVA SIMPLES (I.S.) | CNPJ: 50.748.071/0001-45 | Address: Rua Catanduva, nº 138, Loja 2, Chácara, Betim/MG, Brazil, ZIP 32670-334 Phone: +55 (31) 99450-1907 | Contact: contato@beopendigital.com | Version: 1.0 | Effective from: January 1, 2026

Matters relating to the processing of personal data are governed by the Privacy Policy, an integral part of these Terms (Clause 13).

By registering for, accessing or using the PortalBox platform, the CUSTOMER declares that it has read, understood and fully accepted these Terms of Use and Conditions ("Terms"). If it does not agree, it must not register for or use the platform.

CLAUSE 1 — DEFINITIONS

1.1. For the purposes of these Terms, the following definitions apply:

  • PROVIDER / PortalBox: the legal entity identified in the header, owner and licensor of the platform.
  • CUSTOMER / Client / Tenant: the legal entity that registers for and contracts the use of the platform, with its own isolated data environment.
  • User: the natural person authorized by the CUSTOMER to access the platform under its credentials.
  • End Client: the CUSTOMER's client (lessee or buyer of containers), whose data the CUSTOMER records on the platform. The End Client is not a party to these Terms nor a client of the PROVIDER.
  • Plan: a set of features and limits (containers, users, depots) associated with a price.
  • Subscription: the recurring contractual relationship between the CUSTOMER and the PROVIDER, arising from the contracting of a Plan.
  • Trial Period (Trial): a free platform evaluation period.
  • Environment / Schema: a logically isolated data area exclusive to the CUSTOMER.
  • Payment Gateway: a third-party provider responsible for processing Subscription charges.
  • Personal Data / Data Subject / Controller / Processor: as defined in Law No. 13,709/2018 (Brazilian General Data Protection Law — LGPD).

CLAUSE 2 — PURPOSE

2.1. These Terms govern the grant, by the PROVIDER to the CUSTOMER, of a personal, non-exclusive, non-transferable and temporary license to use the PortalBox platform, a software-as-a-service (SaaS) intended for managing the container lifecycle — from acquisition from manufacturers/carriers through to sale or lease — including logistics control (freight, drivers, turnarounds, entry and exit gates), inventory control, commercial proposals and internal billing control.

2.2. The platform is provided as a software license, and does not constitute the provision of tax, accounting, banking, collection or financial intermediation services.

CLAUSE 3 — ACCEPTANCE AND VERSIONING

3.1. Electronic acceptance of these Terms, performed upon registration or access to the platform, binds the CUSTOMER and its Users.

3.2. The PROVIDER records the acceptance, including the user's identification, date and time, IP address and browser agent (user-agent), as well as the version of the document accepted, for evidentiary purposes.

3.3. These Terms may be updated. For each relevant new version, renewed acceptance may be required. Continued use after a new version takes effect implies agreement with it.

CLAUSE 4 — REGISTRATION AND PROVISIONING

4.1. To use the platform, the CUSTOMER must provide, upon registration, true, complete and up-to-date information, including: legal name and company name, CNPJ (taxpayer ID), state registration (where applicable), name and CPF (individual taxpayer ID) of the person in charge, phone, address, e-mail addresses (commercial and billing) and access password.

4.2. After registration, the PROVIDER automatically provisions an isolated, exclusive environment for the CUSTOMER. Provisioning is asynchronous and may take a few minutes until access is released.

4.3. The CUSTOMER is solely responsible for the accuracy and updating of the information provided, being liable for inaccurate, outdated or false information.

CLAUSE 5 — ACCOUNTS, CREDENTIALS AND USER MANAGEMENT

5.1. The access password is set by the CUSTOMER itself. The PROVIDER does not send passwords by e-mail and adopts mechanisms for the protected storage of credentials.

5.2. The CUSTOMER is fully responsible for safeguarding and keeping its credentials confidential and for the activities carried out by its Users, even without its express authorization, and undertakes to immediately report any unauthorized use.

5.3. The platform offers management of Users, groups and roles (permissions). It is up to the CUSTOMER, through its administrator user, to grant, review and revoke access, being responsible for the appropriateness of the permissions assigned.

CLAUSE 6 — PLANS, TRIAL PERIOD AND LIMITS

6.1. The PROVIDER may offer a free 3 (three)-day Trial Period, at the end of which access will be suspended if no paid Plan is contracted.

6.2. Paid Plans have usage limits — such as the maximum number of containers, users and depots — and distinct sets of features. Once a limit is reached, the creation of new corresponding records may be blocked until consumption is adjusted or the Plan is changed.

6.3. Plan changes (upgrade/downgrade) will be made available according to the platform's current features and the conditions communicated by the PROVIDER.

CLAUSE 7 — PRICES, PAYMENT AND RECURRENCE

7.1. The Subscription is charged on a recurring basis, in a monthly or annual cycle, according to the contracted Plan, with automatic renewal at the end of each cycle, unless cancelled.

7.2. Payments are processed by third-party Payment Gateways, selected according to the CUSTOMER's country/document, accepting means such as bank slip (boleto), PIX and credit card, subject to availability.

7.3. Taxes levied on the contracting, where applicable, are borne by the CUSTOMER.

7.4. Prices may be adjusted annually, upon prior notice, based on the accumulated variation of the IPCA/IBGE index over the period (or, upon its discontinuation, by an index that legally replaces it).

CLAUSE 8 — DEFAULT, SUSPENSION AND CANCELLATION FOR NON-PAYMENT

8.1. If payment for a cycle is not confirmed, the PROVIDER will make further automatic collection attempts at staggered intervals (by way of illustration, on D+1, D+3 and D+7).

8.2. During the grace period, the CUSTOMER may retain access to the platform. Once attempts are exhausted without settlement, the Subscription will be suspended, with total blocking of access to the platform.

8.3. If the suspension continues for 90 (ninety) days without settlement, the Subscription may be cancelled automatically.

8.4. Reactivation of access depends on full settlement of the outstanding amounts, subject to the conditions in force at the time.

CLAUSE 9 — TERMINATION BY THE CUSTOMER

9.1. The CUSTOMER may request cancellation of the Subscription at any time, through the channels made available by the PROVIDER.

9.2. Cancellation ends automatic renewal and terminates access at the end of the current cycle or as otherwise applicable.

9.3. Refund policy: there is no proportional refund of amounts related to a cycle (monthly or annual) already started. Cancellation ends automatic renewal, with access maintained until the end of the current cycle.

9.4. The effects of termination on the CUSTOMER's data (retention and deletion) are addressed in the Privacy Policy.

CLAUSE 10 — CUSTOMER OBLIGATIONS AND RESPONSIBILITIES

10.1. The CUSTOMER undertakes to use the platform lawfully, in accordance with these Terms and applicable law.

10.2. Issuance of tax documents. The issuance of invoices and any tax documents relating to sales, leases and other transactions that the CUSTOMER carries out with its End Clients is the CUSTOMER's exclusive obligation, performed by its own means external to the platform.

10.3. Collection from End Clients. The commercial relationship and the collection of amounts owed by End Clients to the CUSTOMER are the CUSTOMER's exclusive responsibility. The platform's invoice, bank slip and PIX features are for internal control and do not transfer to the PROVIDER any responsibility for collection, receipt or guarantee.

10.4. Third-party data. The CUSTOMER is responsible for obtaining the appropriate legal basis (including consent, where required) to enter into the platform the personal data of its End Clients, drivers, contacts and other third parties, being liable to data subjects and authorities for such collection, in its capacity as Controller (Clause 13).

10.5. The CUSTOMER must not attempt to circumvent Plan limits, access other CUSTOMERS' data, or use the platform for unlawful purposes.

CLAUSE 11 — LIMITATION OF THE PROVIDER'S LIABILITY

11.1. No tax issuance. The PROVIDER does not issue invoices or any tax document on behalf of the CUSTOMER or its End Clients. The invoices, bank slips and PIX charges generated on the platform are internal control in nature and do not constitute a tax document.

11.2. No collection responsibility. The PROVIDER does not collect, does not intermediate and does not guarantee the receipt of any amounts owed by End Clients to the CUSTOMER. Any default by End Clients is the CUSTOMER's exclusive risk.

11.3. Estimates and calculations. The profitability, freight, storage and other value calculations presented by the platform are decision-support estimates, provided without any guarantee of accuracy. Commercial decisions made based on them are the CUSTOMER's exclusive responsibility.

11.4. Provision "as is". The platform is provided "as is" and "as available". To the extent permitted by applicable law, the PROVIDER is not liable for indirect damages, lost profits or data loss arising from the use of or inability to use the platform, with any total liability that may be attributable being limited to the total amounts actually paid by the CUSTOMER to the PROVIDER in the 12 (twelve) months preceding the event giving rise to the liability.

CLAUSE 12 — INTELLECTUAL PROPERTY

12.1. The platform, its source code, its brand, its visual elements and its documentation are the exclusive property of the PROVIDER, protected by intellectual property law. No provision of these Terms transfers such rights to the CUSTOMER.

12.2. The business data entered by the CUSTOMER remains its property, and the PROVIDER shall process it in accordance with these Terms and the Privacy Policy.

CLAUSE 13 — PERSONAL DATA PROTECTION

13.1. The processing of personal data within the platform is governed by the Privacy Policy, which is an integral and inseparable part of these Terms, and whose acceptance is a condition for using the platform.

13.2. Roles. With respect to the registration, credentials and billing data of the CUSTOMER and its Users, the PROVIDER acts as Controller. With respect to the personal data of End Clients, drivers, contacts and other third parties entered by the CUSTOMER, the latter acts as Controller and the PROVIDER as Processor, processing such data in accordance with the CUSTOMER's instructions and the purpose of providing the service.

13.3. Isolation and confidentiality. The platform adopts logical isolation between the environments of different CUSTOMERS, and the PROVIDER treats the CUSTOMER's business data as confidential, limiting its team's access to what is strictly necessary for operation and support.

13.4. Sharing with third parties. The CUSTOMER authorizes the sharing of data with the suppliers and processors necessary for the operation of the platform (identity, cloud, payment, document generation, CRM and e-mail providers), to the strictly necessary extent, as detailed in the Privacy Policy.

13.5. Retention, deletion and data subjects' rights are subject to the provisions of the Privacy Policy and applicable law.

CLAUSE 14 — COMMUNICATIONS AND NOTIFICATIONS

14.1. By using the platform, the CUSTOMER agrees to receive transactional communications by e-mail, such as welcome messages, invoices and charges, Plan-limit proximity notices, checkout/payment notices and evaluation requests.

14.2. Communications will be sent to the e-mail addresses provided upon registration, and it is up to the CUSTOMER to keep them up to date.

CLAUSE 15 — AVAILABILITY AND SERVICE LEVEL

15.1. The PROVIDER will make reasonable efforts to keep the platform available, and may perform scheduled and emergency maintenance, with notice where feasible.

15.2. The PROVIDER does not, at this time, offer a formal service-level (SLA) availability guarantee. The platform is provided on a best-efforts basis, without prejudice to the ongoing commitment to its maintenance and availability.

15.3. The PROVIDER is not liable for unavailability arising from factors beyond its control (Clause 17).

CLAUSE 16 — ACCEPTABLE USE AND PROHIBITED CONDUCT

16.1. The CUSTOMER and its Users are prohibited from: (i) attempting to access other CUSTOMERS' environments or data; (ii) circumventing Plan limits or security mechanisms; (iii) performing reverse engineering, decompilation or unauthorized copying of the platform; (iv) using the platform for unlawful purposes or purposes that violate third-party rights.

16.2. Breach of this clause may result in immediate suspension of access, without prejudice to other applicable measures.

CLAUSE 17 — DISCLAIMERS REGARDING THIRD PARTIES

17.1. The PROVIDER is not liable for failures, unavailability or delays of third-party services essential to the operation, such as Payment Gateways, financial institutions, identity, cloud and e-mail providers, subject to applicable law.

CLAUSE 18 — CHANGES TO THE TERMS AND THE SERVICE

18.1. The PROVIDER may amend these Terms and evolve, modify or discontinue platform features, upon notice and, where applicable, renewed acceptance (Clause 3).

CLAUSE 19 — SUPPORT

19.1. Support is provided by e-mail, at contato@beopendigital.com, on business days, from 9 a.m. to 6 p.m. (Brasília time), with a scope limited to usage questions and incidents relating to the operation of the platform.

CLAUSE 20 — GOVERNING LAW AND JURISDICTION

20.1. These Terms are governed by the laws of the Federative Republic of Brazil.

20.2. The courts of the district of Betim/MG, Brazil are elected to settle disputes arising from these Terms, waiving any other, however privileged.

CLAUSE 21 — GENERAL PROVISIONS

21.1. The CUSTOMER may not assign or transfer these Terms without the prior written consent of the PROVIDER.

21.2. Any invalidity or unenforceability of any clause does not affect the others, which remain in full force.

21.3. These Terms, together with the Privacy Policy, constitute the entire agreement between the parties regarding their subject matter, prevailing over prior understandings.

21.4. Questions and communications may be addressed to the PROVIDER through the contact indicated in the header of this document.