Provider: VISIO SERVIÇOS DE TECNOLOGIA LTDA., CNPJ 46.173.861/0001-72, Rua Conde do Pinhal, 1762, São Carlos/SP, CEP 13560-648, Brazil (“Visio”). These General Terms are incorporated by reference into each Order Form and, together with the Order Form, the Data Processing Addendum (DPA), and the Acceptable Use Policy (AUP), form the agreement between Visio and the Customer (the “Agreement”). In case of conflict, the Order Form prevails over these General Terms.
1. Definitions
1.1 “Platform” means Visio’s software platform (Visio OS) and its tools and workflows, delivered as a service over the internet. The Platform is software-first and does not require cameras or other hardware by default.
1.2 “Tool” means a product capability the Customer contracts (for example, Visio DRE, Visio Checklist, Visio Inventory), identified on the Order Form. “Tool-Action” means an interactive sub-feature inside a Tool; Tool-Actions are not itemized in the Order Form.
1.3 “Contracted Tools” means the Tool(s) listed in the Order Form (the “Contracted Scope”).
1.4 “Trial Features” means any Tool, workflow, or feature made available outside the Contracted Scope on a beta or free-trial basis.
1.5 “Customer Data” means the data, documents, and content the Customer or its users submit to, or generate in, the Platform, including “Inputs”.
1.6 “Output” means results the Platform generates from Customer Data, including analyses generated by artificial intelligence or machine learning (“AI/ML”).
1.7 “Usage Data” means technical and operational data about the use of the Platform.
1.8 “Fees” means the amounts stated in the Order Form.
1.9 “Order Form” means the signed commercial document that incorporates these General Terms.
1.10 “DPA” means the Data Processing Addendum incorporated by reference under Section 12.
1.11 “AUP” means the Acceptable Use Policy incorporated by reference under Section 7.
2. Access and License
2.1 License grant. Visio grants the Customer a limited, revocable, non-exclusive, non-transferable license to access and use the Platform, strictly within the Contracted Scope and term of the Order Form.
2.2 Hardware. The license covers the Platform, Tools, and workflows independently of any hardware. Cameras, sensors, and other equipment are not included by default and are contracted separately, on demand, only where a deployment requires additional data capture.
2.3 Restrictions. The Customer will not sublicense, resell, rent, distribute, copy, modify, reverse engineer, or attempt to derive the source code or infrastructure of the Platform, nor use the Platform to build a competing product, nor exceed the Contracted Scope. The non-use and no-clone covenant in the Acceptable Use Policy applies and survives termination.
3. Contracted Scope; Trial and Beta Features
3.1 Scope. The Customer’s license covers only the Contracted Tools listed in the Order Form.
3.2 Trial Features. The Platform may make available, from time to time, other Tools and workflows (“Trial Features”), offered on a beta or free-trial basis, “as is”, for an evaluation period determined solely by Visio. Visio may modify, limit, suspend, or discontinue any Trial Feature at any time, at its sole discretion.
3.3 No acquired right. Access to a Trial Feature grants the Customer no ownership, no acquired right, and no permanent or continuing right to that feature, and does not add it to the Contracted Scope.
3.4 New functionality. New Tools and functionalities, in particular those based on AI/ML, are not necessarily included in the Contracted Scope and may be offered separately or under their own conditions.
3.5 Activation. Trial Features may be enabled by electronic acceptance. If a Trial Feature is converted into a Contracted Tool, billing for it starts on activation, as reflected in the Order Form.
4. Platform Changes and Discontinuation
4.1 Visio may, at its discretion, modify, improve, discontinue, or replace features, Tools, or modules of the Platform. For a paid Contracted Tool, Visio will give reasonable prior notice of a material reduction, and the Customer’s exit right under Section 11 applies.
4.2 Such changes do not constitute a breach and do not entitle the Customer to a refund or compensation. No specific feature is guaranteed to be maintained indefinitely.
4.3 Availability. Visio targets high availability. Brief or scheduled maintenance, and interruptions within a reasonable tolerance, do not constitute a breach.
5. Fees and Payment
5.1 Fees. The Customer will pay the Fees set out in the Order Form, in Brazilian Reais (BRL), per store, monthly. The current price is introductory and reflects the Platform’s current stage.
5.2 Plans and changes. Visio’s plans, prices, and packaging are dynamic and may change over time, including the possible introduction of usage-based components (for example, consumption, credits, or tokens) and the reorganization of plans.
5.3 Notice and effect. Any change to the Fees applicable to the Customer takes effect no earlier than thirty (30) days after Visio posts the change or notifies the Customer. If the Customer does not agree, the Customer may terminate under Section 11 before the change takes effect, without penalty. Otherwise, continued use after the change takes effect constitutes acceptance.
5.4 Adjustment. Fees are adjusted annually by the IGP-M index.
5.5 Taxes. Fees are exclusive of taxes, which are borne by the Customer where applicable.
5.6 Non-payment. Overdue Fees accrue a late-payment fine and monthly interest as permitted by law and stated in the Order Form. Visio may suspend access for non-payment after notice, as set out in Section 11.
5.7 Currency. Fees are stated and payable in BRL. USD or other-currency variants apply to international customers per their Order Form.
5.8 International payments and taxes. For an Order Form denominated in USD or another non-BRL currency, the Fees are stated and payable in that currency by the method stated in the Order Form (for example, a card or a payment platform such as Stripe). Brazilian taxes and duties applicable to Visio are included in the Fees. All taxes, duties, withholding taxes, import or customs charges, and banking or payment-processing fees imposed in the Customer’s country are the sole responsibility of the Customer. If applicable law requires the Customer to withhold or deduct any amount from a payment to Visio, the Customer will increase the amount payable so that Visio receives the full Fees stated in the Order Form, net of such withholding or deduction. Section 5.4 (annual IGP-M adjustment) does not apply to non-BRL Order Forms; any adjustment for such Order Forms is as stated in the Order Form.
6. Intellectual Property, Customer Data, and Confidentiality
6.1 Customer ownership. The Customer retains all rights in its Customer Data and its Outputs. Visio assigns to the Customer its right, title, and interest, if any, in the Outputs.
6.2 Visio IP. Visio retains all intellectual property and other rights in the Platform and related technology. Customer feedback may be used by Visio without restriction or obligation.
6.3 Use of data. Visio keeps Customer Data confidential and uses it only to deliver the Services, except that Visio may use aggregated and de-identified data and learnings to operate, secure, and improve the Platform, as further described in Section 14. This use does not grant the Customer any co-authorship, royalty, or compensation. Visio may also use such aggregated and de-identified learnings for research, benchmarking, and publication; any identifiable reference to the Customer requires the Customer’s consent.
6.4 Confidential treatment. Customer Data is treated as the Customer’s Confidential Information under Section 8, whether or not so designated.
7. Acceptable Use and Restrictions
7.1 The Customer will not upload unlawful content, use the Platform in violation of applicable law, interfere with its security or integrity, or use it beyond the Contracted Scope. The restrictions in Section 2.3 also apply.
7.2 Acceptable Use Policy. Use of the Platform is also governed by the Acceptable Use Policy, incorporated by reference. Visio may audit use to verify compliance with the Contracted Scope and the Acceptable Use Policy.
8. Confidentiality
8.1 Each party will protect the other party’s Confidential Information with no less than reasonable care, use it only to perform under the Agreement, and disclose it only to representatives bound by equivalent confidentiality obligations.
8.2 Confidential Information excludes information that is or becomes public through no fault of the recipient, was already known, is independently developed, or is rightfully received from a third party.
8.3 A party may disclose Confidential Information when required by law, giving the other party prior notice where permitted and reasonable assistance to limit the disclosure.
9. Limitation of Liability
9.1 GENERAL CAP. EXCEPT FOR THE CARVE-OUTS IN SECTION 9.3, EACH PARTY’S TOTAL AGGREGATE LIABILITY UNDER THE AGREEMENT IS LIMITED TO THE TOTAL FEES PAID OR PAYABLE BY THE CUSTOMER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
9.2 EXCLUDED DAMAGES. NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL.
9.3 Carve-outs. The cap in Section 9.1 and the exclusion in Section 9.2 do not apply to: the Customer’s payment obligations; a party’s breach of confidentiality; infringement of the other party’s intellectual property; indemnification obligations under Section 15; or gross negligence or willful misconduct.
9.4 Enhanced cap. For breaches of Section 12 (Data Protection) or of security obligations, the applicable cap is three (3) times the amount in Section 9.1, where so stated in the Order Form or the DPA.
10. Warranties and Disclaimers
10.1 Limited warranty. The Platform will conform in all material respects with its documentation.
10.2 DISCLAIMER. EXCEPT FOR SECTION 10.1, THE PLATFORM AND ALL OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTY OF ANY KIND. VISIO DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. VISIO DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION.
10.3 No guarantee of results. AI/ML and analytical Outputs (including financial statements, reconciliation figures, cost-of-goods analyses, payroll calculations, audit and checklist scores, and behavioral or recruitment analyses) may be incorrect or incomplete and are not a substitute for the Customer’s own review and professional judgment. Visio gives no guarantee of results. The Customer is responsible for decisions made on the basis of any Output. The Platform is not a surveillance system and its Outputs are not forensic evidence.
11. Term, Renewal, Suspension, and Termination
11.1 Term. The initial term is stated in the Order Form (default twelve (12) months). The initial term locks the introductory price and sets the annual adjustment cadence; it is not a lock-in.
11.2 Renewal. After the initial term, the Agreement renews automatically on a month-to-month basis.
11.3 Termination for convenience. Either party may terminate at any time, for any reason, on thirty (30) days’ prior written notice, without penalty.
11.4 Suspension and termination for cause. Visio may suspend or terminate access for non-payment or material breach, after notice and a reasonable cure period where applicable.
11.5 Ongoing scope. The Contracted Scope is continuous: Tools and store counts may be added or changed over time, reflected on the Order Form or an updated line, without re-executing the Agreement.
11.6 Effect of termination. On termination, access ends and the data provisions of Section 12 and the DPA apply.
12. Data Protection (LGPD / GDPR) and Sub-Processors
12.1 Roles. For Customer Data that includes personal data, the Customer is the Controller and Visio is the Operator (processor), processing personal data only on the Customer’s documented instructions (these General Terms, the Order Form, the DPA, and in-Service configuration).
12.2 DPA. The DPA is incorporated by reference and auto-incorporated: acceptance of these General Terms constitutes acceptance of the DPA, with no separate signature. The DPA meets the LGPD operator obligations (analogous to GDPR Article 28): documented instructions, personnel confidentiality, security measures, sub-processor controls, assistance with data-subject rights, and deletion or return of personal data at the end of the Services.
12.3 Sub-processors. The Customer provides a general authorization for Visio to engage sub-processors. Visio maintains the list below, notifies the Customer of changes, allows a thirty (30) day objection window, binds each sub-processor to comparable obligations, and remains liable for their acts and omissions. Current sub-processors (which may involve international transfer):
| Sub-processor | Purpose | Used by |
|---|---|---|
| Pluggy | Open Finance / bank-data connection | Visio DRE |
| OpenAI | AI/LLM processing | AI features across Tools |
| Google Drive | Document / NF-e storage | Visio Inventory |
| Google Calendar | Scheduling / booking | Visio R&S |
| iFood | Order and sales integration | Visio Command Center |
| Speech-to-text provider | Voice transcription | Visio Journal, Visio R&S |
12.4 Special-category data. Certain Tools may process sensitive or special-category personal data (for example, health data such as CID-10 codes, national identifiers, biometric-adjacent voice data, or geolocation). Such Tools are contracted only under the additional safeguards of the DPA, and the enhanced cap in Section 9.4 applies to breaches affecting that data.
12.5 International transfer. Where personal data is transferred internationally, Visio relies on the transfer mechanisms set out in the DPA.
13. General
13.1 Governing law and forum. This Agreement is governed by the laws of the Federative Republic of Brazil. The parties submit to the exclusive jurisdiction of the courts of São Carlos, State of São Paulo.
13.2 Electronic signature. The parties agree that electronic signature and click-acceptance are valid and binding (Brazil: MP 2.200-2; subject to counsel confirmation).
13.3 Amendment. Visio may amend these General Terms by publishing a new version with at least thirty (30) days’ notice of material changes (see the versioning policy). The Order Form pins the version it incorporated; prior versions remain available and continue to govern the Order Forms that incorporated them.
13.4 Precedence. In case of conflict, the order of precedence is: the Order Form, then these General Terms, then the DPA and the Acceptable Use Policy, except that the DPA controls for matters of personal-data processing.
13.5 Assignment. Neither party may assign the Agreement without the other’s consent, except in connection with a merger, acquisition, or sale of substantially all assets.
13.6 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, strikes, failures of internet, utilities, or third-party services, governmental acts, and epidemics or pandemics.
13.7 Severability; waiver; entire agreement. If any provision is held invalid, the remainder survives. No waiver is implied by a failure to enforce. The Order Form, these General Terms, the DPA, and the Acceptable Use Policy are the entire agreement and supersede prior understandings.
13.8 Survival. Sections 1, 6, 8, 9, 10, 12, 13, 14, and 15 survive termination.
13.9 Compliance and anti-corruption. Each party will comply with applicable laws, including anti-corruption laws (Brazil: Lei 12.846/2013).
14. AI Features
14.1 Nature. Some Tools use AI/ML. AI/ML Outputs may be incorrect or inaccurate, are not human, and are not a substitute for human oversight (the Customer’s human-in-the-loop review). Visio gives no guarantee of results (see Section 10.3).
14.2 Data and model improvement. Visio does not train its models on identifiable Customer Content. Visio may use aggregated and de-identified Usage Data and learnings to develop, train, and improve AI/ML models, including third-party components, after aggregation and using commercially reasonable de-identification. Nothing in this Section reduces Visio’s obligations regarding personal data under applicable data-protection law (LGPD/GDPR).
14.3 Irreversibility. Because training and improving AI/ML models with aggregated and de-identified data permanently and irreversibly shapes their parameters, weights, and biases, Visio is not required to alter, retrain, or delete any model on that basis, and the deletion or return of personal data at the end of the Services (Section 12) does not extend to model parameters already derived from aggregated or de-identified data.
14.4 Outputs. The Customer owns its Inputs and Outputs (Section 6). AI processing may involve sub-processors and international transfer (Section 12).
15. Indemnification
15.1 By Visio. Visio will defend the Customer against third-party claims that authorized use of the Platform or the Outputs infringes a valid intellectual property right, and will pay approved settlements or final damages, subject to Section 9.
15.2 By the Customer. The Customer will defend Visio against third-party claims arising from the Customer Data, the Customer’s unlawful or unauthorized use of the Platform, or breach of the Agreement.
15.3 Procedure. The indemnified party will give prompt notice, reasonable cooperation, and control of the defense to the indemnifying party. Indemnification does not cover the indemnified party’s own fraud, gross negligence, or willful misconduct.