Northway Hub Terms of Service.

01Parties and acceptance

These Terms of Service ("Terms") govern the purchase of Northway Hub and the artificial intelligence agents provided by Northway LTDA, registered under CNPJ 64.795.086/0001-79, with offices at Avenida Brigadeiro Faria Lima, 1572, sala 1022, Jardim Paulistano, São Paulo/SP, CEP 01451-917, Brazil ("Northway"), by the company identified in the Commercial Proposal or Service Order ("Customer").

The Customer accepts these Terms by signing the Commercial Proposal, the contract or the Service Order, electronically or on paper, by accepting them in the Hub onboarding form, or by paying the first invoice for the service. Electronic acceptance is recorded with the date, time, IP address, browser and version of these Terms. Whoever accepts confirms they are authorized to represent the Customer.

02Definitions

Platform or Hub: the Northway Hub software, provided as a service (SaaS). Agent: the artificial intelligence agent configured for the Customer. Journey: the set of tasks assigned to one or more agents, such as customer service, sales or collections. Interaction: one conversation handled by an agent. Go-live: when the solution is made available in production, after acceptance testing. Users: the people the Customer authorizes to access the Hub. End customers: the people served by the agents on the Customer’s behalf. Customer Data: the information, documents and personal data that the Customer or its end customers enter into the platform.

03Structure of the agreement

The agreement consists of these Terms and the Commercial Proposal or Service Order, which sets out the scope, agents and journeys, fees, interaction limits and timelines. In case of conflict, the Commercial Proposal or Service Order prevails on commercial terms and scope, and these Terms prevail on everything else.

The agreement works as a master agreement: new agents, journeys or modules can be purchased at any time through a new Service Order, without a new contract. A Service Order may be sent with the invoice, and paying that invoice constitutes acceptance of the new scope and fee.

04Purpose

Northway grants the Customer a non-exclusive, non-transferable license to use the platform, and implements, configures and operates the agents described in the Commercial Proposal or Service Order, including the corresponding support while the agreement is active.

05Implementation and acceptance

Implementation timelines in the Commercial Proposal are estimates and depend on the Customer providing the necessary documents, materials, access (such as access to the official WhatsApp API) and information. Delays in providing them extend the timelines accordingly.

Northway runs assisted tests of the agents with the Customer’s team before go-live. If the Customer does not respond within 7 calendar days of a validation request, this is deemed approval to proceed with implementation.

06Fees and payment

Implementation (setup) and monthly fees are those set out in the Commercial Proposal or Service Order. The setup fee, if any, is paid in the onboarding form by PIX or card, and the account is activated once that payment is confirmed, unless the Commercial Proposal says otherwise.

The monthly fee is billed monthly and becomes due on the date set in the Commercial Proposal: on account activation, on a specific date or at go-live. Monthly fees are paid by boleto, PIX or card through the payment platform Northway uses, which receives and stores the payment data.

Fees are adjusted annually by the IPCA/IBGE index. Late payment is subject to a 2% penalty and 1% interest per month, and taxes apply as required by law.

Costs charged directly by third parties are the Customer’s responsibility, unless the Commercial Proposal says otherwise. This includes Meta’s fees for the official WhatsApp API, charged to the Customer’s own account, and the artificial intelligence provider’s costs when the Customer chooses to use its own access key.

07Usage limits

The license includes the monthly limits set out in the Commercial Proposal, such as the number of interactions handled by the agents, counting all conversations together, and the volume of campaign and template message sends. The platform alerts the Customer as the limit approaches. Once the limit is reached, new conversations or sends may be blocked until additional capacity, priced by volume tier, is approved by the Customer.

Limits are measured per monthly cycle and reset each month. Unused balances do not accumulate, do not roll over to later months and do not generate credits, discounts or refunds.

08Campaign credits

WhatsApp campaign sends may use prepaid credits, purchased by the Customer in the Hub by PIX or card, with the minimum purchase and price per credit shown on the platform or in the Commercial Proposal. Credits do not expire while the agreement is active.

If a payment is refunded or charged back, the corresponding credits are reversed. If the balance becomes negative, new sends are blocked until it is settled.

09Customer obligations

The Customer agrees to: provide accurate and up-to-date information, materials and knowledge bases, which guide the agents; have a legal basis to process end customers’ data and to contact them, including the consent of each campaign recipient, which the platform asks the Customer to confirm for every send, and honoring unsubscribe requests; comply with Meta and WhatsApp policies; define and review the rules, limits and permissions of agents and users; keep access credentials confidential; and not use the platform for unsolicited messages or for illegal or discriminatory activities or activities that infringe third-party rights.

Business decisions the Customer makes based on the agents’ responses or actions are its own responsibility.

10Northway obligations

Northway agrees to: provide the services diligently and in line with the contracted scope; keep the platform and agents running, with the necessary updates and fixes; provide support through the channels shared with the Customer; process Customer Data in accordance with these Terms and the law; and notify the Customer of security incidents affecting its data.

11Artificial intelligence

The agents use artificial intelligence models and respond based on the rules and knowledge bases provided by the Customer. AI-generated responses may contain inaccuracies. The Customer should therefore follow conversations in the Hub, which allows handing a conversation to a person at any time, and define the situations in which the agent must escalate to the team.

The agents do not provide legal, tax, medical or financial advice on Northway’s behalf, and the automated actions they take (such as booking, recording or generating payment requests) follow the permissions configured for the Customer.

12Availability and support

Northway uses reasonable efforts to keep the platform available but does not guarantee uninterrupted or error-free operation, unless a service level (SLA) is set out in the Commercial Proposal. Interruptions for maintenance may occur, preferably during off-peak hours and with advance notice when possible.

The platform depends on third-party services, such as the WhatsApp API and artificial intelligence and infrastructure providers. Northway is not responsible for outages of those services and will work to restore operation as soon as possible.

13Intellectual property

Northway holds all rights to the platform, source code, algorithms, flows and agent configuration templates, including improvements developed during the agreement. The Customer receives a license to use them while its payments are current, and stopping payment suspends the right of use and access.

The Customer’s data, documents and trademarks remain its own. The Customer authorizes Northway to mention its name and logo as a client and to publish results of the operation in case studies and sales materials, using only aggregated figures and without identifying end customers. The Customer may withdraw this authorization in writing at any time.

14Data protection

With respect to end customers’ personal data, the Customer is the controller and Northway is the processor, under Brazil’s General Data Protection Law (Law No. 13,709/2018, LGPD). The Customer confirms it has a legal basis for the processing it requests, and Northway processes this data only to provide the services, according to the Customer’s instructions and Northway’s Privacy Policy.

The Customer authorizes Northway to engage providers (sub-processors) needed to provide the services, such as infrastructure, artificial intelligence and messaging providers, including providers located abroad, which must take on data protection obligations consistent with these Terms.

Northway will support the Customer in handling data subject requests and will notify the Customer, without undue delay, of security incidents involving its data.

15Confidentiality

Each party will keep the other’s confidential information confidential, such as strategies, customer data, contact lists and trade secrets, and use it only to perform the agreement. Employees and providers are bound by equivalent confidentiality obligations. This obligation continues for 5 years after the agreement ends.

16Limitation of liability

Neither party is liable for lost profits, lost revenue, loss of data caused by the other party or indirect damages. Northway’s total liability arising from the agreement is limited to the amount paid by the Customer in the 12 months before the event giving rise to the claim.

This limitation does not apply to willful misconduct, breaches of confidentiality or obligations that cannot be limited by law.

17Suspension

Northway may suspend access to the platform and the operation of the agents in case of non-payment, after notice, or of use that breaches these Terms, the law or Meta and WhatsApp policies, until the situation is resolved.

18Term and termination

The agreement is effective for an indefinite term from signature or acceptance, with no minimum commitment, unless the Commercial Proposal says otherwise.

Either party may terminate the agreement at any time with 30 days’ prior written notice, without penalty. Amounts already due, services performed up to termination and setup installments already due remain payable.

The agreement may be terminated immediately for cause in case of non-payment for more than 15 days after notice, a breach of these Terms not cured within 10 days after notice, or bankruptcy, judicial reorganization or insolvency of either party.

On termination, access to the platform ends, amounts already paid and unused credits are not refunded, and Northway makes the Customer’s data available in a structured format, such as CSV or JSON, if requested within 30 days. After that period, the data may be deleted, except what Northway must keep by law. The confidentiality and intellectual property clauses remain in force for 5 years.

19Force majeure

Neither party is liable for delays or failures caused by events beyond its reasonable control, such as natural disasters, widespread power or internet outages, large-scale cyberattacks or acts of authorities, except for payment obligations already due (article 393 of the Brazilian Civil Code).

20Compliance

The parties agree to comply with applicable law, including Brazil’s Anti-Corruption Law (Law No. 12,846/2013), and not to offer, promise or give any undue advantage to public or private agents in connection with this agreement.

21Notices

Formal notices, including termination notices, must be sent in writing to the email addresses indicated in the Commercial Proposal. For Northway, the address is [email protected].

22Changes to these Terms

Northway may update these Terms. Significant changes will be notified to the Customer by email at least 30 days in advance. If the Customer does not agree, it may terminate the agreement without penalty before the new version takes effect; otherwise, the new version applies.

23General provisions

These Terms do not create any partnership, employment, agency or representation relationship between the parties. The Customer may not assign the agreement without Northway’s consent; Northway may assign it to companies in the same group. If any provision is held invalid, the others remain in force, and tolerance of a breach does not constitute a waiver. The agreement may be signed electronically, with the same validity as a handwritten signature.

24Governing law and jurisdiction

These Terms are governed by Brazilian law. The courts of the City of São Paulo, State of São Paulo, have jurisdiction over disputes arising from this agreement.

25Version history

Version 1.0, September 26, 2026: initial version.