Terms and Conditions

Professional Services Agreement

These Service Terms and Conditions constitute a contract ("Contract" or "Terms") entered into between Pipefy, Inc., a foreign company, duly incorporated under the laws of Delaware, with a business address in the City of San Francisco, California, at 548 Market St, PMB 96462, United States of America, hereinafter simply (PIPEFY) and you (CLIENT). When referred to together, “Parties”.

Please read this Contract and its Attachments carefully before contracting the Services. By contracting the Services, you irrevocably agree to this Contract. If you do not agree with the terms of this Contract and its Attachments, please do not proceed with the contracting of the Services.

These Terms govern the conditions of providing implementation services or other professional services provided by PIPEFY ("Services"), as a result of the acquisition of the Pipefy Solution.

If you accept this Contract and its Attachments on your behalf or on behalf of a company or other legal entity, the user declares and guarantees that: (i) you are of legal age; (ii) you have powers to represent the company or entity, now CLIENT, of this Contract; (iii) you have read and understood this Contract; and (iv) you agree to be subject to this Contract and the Terms and Conditions of the Pipefy Solution, as previously ratified between the Parties, on your behalf or on behalf of the party you represent.

Definitions

"Pipefy" refers to Pipefy Inc, a foreign company, duly incorporated and constituted under the laws of Delaware, the sole holder and owner of the intellectual property of the Solution.

"Intellectual Property" means all trade secrets, patents and patent applications, trademarks (registered or unregistered and including any goodwill acquired in those marks), service marks, trade names, copyrights, patent rights and other intellectual property rights regulated by national and foreign legislation.

"Pipefy Solution"means the software as a service, reserved Intellectual Property technology, licensed and exclusively owned by PIPEFY, available for purchase on the Pipefy website, subject to the Terms and Conditions of the Solution.

"Personnel" are the employees under Pipefy's responsibility, made available for remote support to the Client, during the implementation of the Services.

"Partner": means a Partner certified by PIPEFY, duly authorized to market and perform the Services. Partners are not part of the Personnel, and do not have the authority to act, bind or commit Pipefy.

"Pipefy Solution Terms and Conditions" means the Terms and Conditions of use that regulate the use of the Pipefy Solution, as available at https://www.pipefy.com/terms-and-conditions-professional-services/, which is incorporated into this Contract by reference, unless the Parties have entered into a customized Contract, which will prevail over the Pipefy Solution Terms and Conditions while in force (in both cases, considered "Pipefy Solution Terms and Conditions").

“Invoice” means the document issued by PIPEFY through which the Services are charged to the CLIENT, accepted as a fiscal document.

“Purchase Order” means the document specifying the acquired Service. When applicable, the Purchase Order signed between the parties will be an integral part of this and will include any addenda and attachments, issued by PIPEFY for exceptional cases negotiated between the parties.

“Force Majeure” means the occurrence of an event or circumstance that prevents or impedes the Client or Pipefy from fulfilling one or several of its obligations arising from this Contract, if, and to the extent that, such party proves: [a] that such impediment is beyond its reasonable control; and [b] that it could not have been reasonably foreseen; and [c] that the effects of the impediment could not have been reasonably avoided or overcome by the affected party.

“Process” is defined as the workflow of the CLIENT's operations that, through the construction of a continuous sequence of operations that present a certain unity or that are reproduced with a certain regularity, will be managed with the Pipefy Solution.

1. Of the Services

1.1. PIPEFY will provide the CLIENT with active Pipefy Solution licenses, the Professional Services (“Services”) described in Annex I, such as implementation of Pipefy Solutions, hours of specialized and/or dedicated support, proof of concept, among others, in accordance with the provisions of this Contract and Purchase Order, provided that the CLIENT fulfills its obligations in accordance with Section 2.

1.2. PIPEFY will determine the Personnel who will perform the Services. If the CLIENT requests a change of Personnel and provides reasonable written justification for such request, PIPEFY will make commercially reasonable efforts to replace the assigned Personnel with alternative Personnel.

1.3. The Services will be provided on business days and during business hours, for a fixed term and remotely, through official communication via email, as determined in the Purchase Order and/or the schedule agreed upon between the Parties.

1.3.1 If the CLIENT fails to fulfill its obligations or the schedule agreed upon between the Parties, it will be subject to the penalties provided for in this Contract.

1.3.2 Provided that it is previously agreed upon between the Parties in writing, the Services, or portion of the Services, may be provided in person, at which time the CLIENT shall reimburse PIPEFY for all reasonably incurred expenses, within 30 days from the presentation of the expense voucher.

1.4. Changes in the scope and schedule of the Services, after the Purchase Order has been signed between the CLIENT and PIPEFY, will be treated as additional hires, being subject to the acceptance of a new Purchase Order, as well as a new schedule for performing or redoing the services.

2. Obligations of the Parties

2.1. The CLIENT will provide reasonable and timely cooperation in relation to the provision of Services by PIPEFY. PIPEFY will not be responsible for a delay caused by the CLIENT's failure to provide PIPEFY with information, materials, consents, or access to the CLIENT's facilities, networks, or systems necessary for PIPEFY to perform the Services.

2.1.1 If PIPEFY informs the CLIENT about such failure and the CLIENT does not remedy the failure within 5 business days, then: PIPEFY may choose to 1. suspend the Services until the irregularity is remedied; 2. terminate any incomplete Services, at which time the CLIENT will remain subject to the fulfillment of any amounts due in accordance with the provisions of clause 6.2, and the actual costs incurred by PIPEFY for the canceled Services.

2.2. The CLIENT is responsible for any necessary consents and notices to allow the use and receipt of the Services.

2.2.1 The CLIENT is responsible for designating the individual, hereinafter referred to as “Champion”, who will be authorized to approve the Service deliverables and will serve as the main point of contact between PIPEFY and the CLIENT as a result of contracting the Services.

2.2.2 The CLIENT will undertake commercially reasonable efforts to prevent unauthorized access to the Services and will notify PIPEFY immediately of any unauthorized access or use.

2.3. The CLIENT will use the Services in accordance with this Contract, the Terms and Conditions of the Pipefy Solution, and applicable laws and regulations.

2.4 The CLIENT shall keep its contact data updated with PIPEFY. All notices, permissions, and approvals pertinent to the obligations and responsibilities arising from this Contract shall be due in writing and shall be considered delivered on the first business day after sending an email to the electronic address provided by the CLIENT.

2.5 PIPEFY will be responsible for the Personnel and shall meet the technical and quality parameters defined in this Contract and Purchase Order, as well as the warranties hereinafter provided.

3. Fees and Payment

3.1. The CLIENT will pay for all amounts specified in the Purchase Order, related to the hourly load or package of the contracted Services, as the case may be ("Fees"). A reduction of the Services outlined in the Purchase Order during its validity is not allowed.

3.1.1. The CLIENT understands and agrees that the fees will be charged according to the number of hours or Service package, as stated in the Purchase Order, regardless of actual use.

3.1.2 The CLIENT understands and agrees that the number of hours or the appropriate package for the provision of Services are indicated by PIPEFY based on the documentation and processes informed by the CLIENT up to the purchase date (the “scope”). If the CLIENT chooses to purchase another package or a smaller number of hours than recommended by PIPEFY, or if, during the Contract, the CLIENT changes the scope, and it is found that the package or hours of Services originally purchased are insufficient for the adequate provision of the Services, PIPEFY will indicate the need for an additional purchase and, if the CLIENT refuses to make the adjustment, PIPEFY may terminate the Contract with cause.

3.2. Billing to the CLIENT will occur through an Invoice, issued by PIPEFY and/or third parties contracted for payment processing, in the amounts corresponding to the Services to be paid according to the payment method selected by the CLIENT in the Purchase Order.

3.2.1. The amounts specified in the Purchase Order will be described in US dollars. Charges for credit card fees, bank or exchange fees, taxes, levies, charges, contributions, postings, obligations, or fees and/or government charges of any kind are not included.

3.2.2. For the respective billing of the Services to be processed, the CLIENT must provide accurate, true, valid, and updated information to PIPEFY.

3.3. Delay in payment. In case of non-payment on the agreed due date, without prejudice to the applicable legal and judicial measures in the face of the CLIENT's default, PIPEFY reserves the right to adopt the following administrative measures:

a) Conditioning future Service contracts to shorter payment terms than those specified in the Purchase Order (as applicable), and/or

b) Revocation of the application of any special business conditions granted at the time of contracting;

c) Immediate suspension of Services until the defaulted obligation is regularized. In this case, the CLIENT will be subject to a schedule review by PIPEFY, according to the internal availability of its Personnel.

3.3.1 After 30 consecutive days of the due date, PIPEFY may use the service of third-party companies to collect the amount due. The CLIENT will reimburse PIPEFY for all reasonable expenses (including attorney's fees) incurred by PIPEFY in collecting late payments, except when such payments are due to PIPEFY's billing inaccuracies.

3.4 In the exercise of its self-management and in attention to free initiative and competition, PIPEFY may review the price table for the provision of Services.

3.4.1 Any price changes will be previously communicated to the CLIENT in writing and will not take effect for the Services already purchased on the date of the change, which will only come into effect upon renewal or acquisition of new Services.

4. Contracting through a Certified Partner

4.1 The acquisition of Services by Pipefy certified Partners ("Partner") may occur under the following circumstances: (i) By the CLIENT's choice to acquire the Services directly through a Partner. In this case, the CLIENT will be bound by the contractual terms of the PARTNER along with the provisions of this Agreement. (ii) By PIPEFY's discretionary choice, which may eventually opt to use a certified Partner to perform the Services, without requiring the CLIENT's consent. In these cases, PIPEFY will be responsible for ensuring its quality standards, as stipulated in this Agreement.

4.2 In the event of clause 4.1 (ii), the CLIENT must immediately notify PIPEFY in case of any dissatisfaction with the Services provided by the Partner, providing all justifications and evidence supporting the claim. PIPEFY will review the claim within 10 (ten) days, and may replace the Partner or work with them to redo the services in non-compliance.

4.2.1 In cases where the use of the Partner is deliberate by PIPEFY without the CLIENT's option, the payment and hiring of the Service(s) will be formalized and paid directly to PIPEFY, who will be responsible for passing on any necessary values and information to the Partner for the provision of the Service(s).

4.3 If the CLIENT chooses to acquire the Services through a Partner (clause 4.1 (i)), it is agreed that: a) The CLIENT will pay the amounts directly to the Partner, as agreed between them and the Partner, who will be fully responsible for providing the Services. b) The details of the amounts and Services will be as indicated in the instrument issued and formalized with the Partner, with the Partner being solely responsible for the accuracy of any Purchase Order or Contract formalized for the hiring of services; c) The Partner is not authorized to modify this Agreement or make any promises or commitments on behalf of PIPEFY. PIPEFY is not bound to any obligations to the CLIENT beyond those established in this Agreement; d) If the CLIENT believes to be entitled to any refund or compensation due to poor performance of Services by the Partner, within the terms allowed by this Agreement, PIPEFY may mediate the dispute with the Partner, requesting evidence of the case; however, the Partner will remain solely responsible for any refunds or adjustments of the Services purchased, in accordance with the specific Contract between Client and Partner, excluding Pipefy from the dispute.

5. Warranties, Limitation of Liability, and Remedies

5.1. Each Party represents and warrants that it is capable and has full powers and authority to enter into the Contract.

5.2. PIPEFY will perform the Services in a professional manner and in accordance with best market practices. PIPEFY will use Personnel with the necessary skills, experience, and qualifications to perform the Services. Any claim regarding the Services or warranties provided by PIPEFY must be formalized by the Champion within 30 days of the conclusion of the Services, after which the deliveries will be considered accepted.

5.3. Except as expressly provided in the Contract, to the maximum extent permitted by applicable law, PIPEFY assumes an obligation of means and not an obligation of result/end, and does not offer warranties of any kind, including warranties of merchantability, non-infringement, or error-free or uninterrupted use of the Services.

5.4 The CLIENT's sole remedy for PIPEFY's proven failure to provide the Services in accordance with Section 5.2 (PIPEFY Warranty), once agreed and the deadline for resolution has passed, will be to require PIPEFY, at its discretion: (1) to make commercially reasonable efforts to correct the reported portion of the Services or (2) to terminate the Purchase Order relating to the reported portion of the Services, by refunding the amounts received for the proven non-conforming Services.

5.5. The CLIENT understands and agrees that the Services do not have any express or implied warranty, as well as any condition of any kind regarding the development of future functionalities in the Pipefy Solution. The Client agrees that the acquisition of the Services is not conditioned on any expectation related to: (a) the delivery of any future Functionalities that are related to the Pipefy Solution, or (b) any public, oral, or written comment made by PIPEFY about possible functionality or features to be developed.

5.6. PIPEFY is not responsible for damages caused by Partners or Third Parties to the CLIENT, nor will it be responsible for damages caused by the CLIENT to third parties as a result of non-compliance with any obligations provided for in this Contract, and PIPEFY's joint or subsidiary liability cannot be argued for any losses and damages (whether material or moral) that may be suffered by third parties or the CLIENT, due to non-compliance with the responsibilities provided for in this Contract.

5.7. Liability for direct damages related to this Contract will be limited to the amount paid by the CLIENT in the 12 (twelve) months preceding the damaging event. The above limitations do not apply to the obligations of:

(i) CLIENT's payment obligation;

(ii) any breach or misappropriation by the CLIENT of any of PIPEFY's Intellectual Property rights;

(iii) cases of damages resulting from proven gross negligence or willful misconduct.

5.8. Exclusion of Indirect Damages and the Like. The liability of the Parties will be limited to direct damages. In no case will either Party have any liability to the other Party for any indirect damages, such as lost profits, loss of revenue, or loss of opportunity, arising from non-compliance with the obligations provided for in this Contract or by Law.

5.9. Risk Assignment. The provisions of this Contract fairly allocate the risks between PIPEFY and the Client. The Client acknowledges and agrees that the price of the Services reflects this risk allocation and the limitation of liability specified herein, and that PIPEFY would not enter into this Contract without such allocation and limitation.

6. Term and Termination

6.1. Contract Term. The Contract will be in force for a fixed term, as stated in the Purchase Order ("Effective Date") and will also expire according to the term agreed upon in the Purchase Order.

6.2. After the Effective Date, except in cases of Force Majeure, if the CLIENT: i) becomes unresponsive, failing to return to Pipefy team's contact attempts for 5 business days or more; ii) does not comply with the schedule or deliverables of the Services or does not attend, without prior notice, two or more scheduled meetings during the implementation stages; iii) fails to comply with other obligations and responsibilities attributed to it in this Contract, PIPEFY will have the option, after prior notification, to a) suspend the Services until the irregularity is remedied; or b) rightfully terminate the obligations assumed in this Contract, removing the CLIENT's access to the Services. In cases of justified termination, the CLIENT will not be entitled to a refund of any pre-paid fees and will remain obligated to fulfill the outstanding payment obligations for the Services, as specified in the applicable Purchase Order.

6.3. In the event of unjustified termination, the CLIENT will not be entitled to a refund of any pre-paid fees and will remain obligated to fulfill the outstanding payment obligations for the Services, as specified in the applicable Purchase Order.

6.4. In no case will the CLIENT be entitled to a refund, being certain that they will be responsible for the payment of any amounts related to the remainder of the term of all Purchase Orders.

6.5. It is the CLIENT's responsibility to keep their contact details updated on the Pipefy Platform. Notifications related to billing will be sent to the CLIENT through the billing contact designated by them. All notices, permissions, and approvals pertinent to the obligations and responsibilities arising from the Contract must be in writing and will be considered delivered on the first business day after sending an email to the electronic address registered by the CLIENT, or in the case of PIPEFY, to the email address of the responsible PIPEFY professional or to [email protected]. PIPEFY may notify the CLIENT of general information about the use of the Product through the email registered by the Client on the Pipefy Platform.

7. General Provisions

7.1 This Contract regulates specific obligations for the acquisition of Services, so that all provisions of the Pipefy Solution Terms and Conditions, which do not expressly conflict with the specific conditions of this Contract, are fully ratified.

7.1.1 In the event of any conflict or inconsistency between the following documents, the order of precedence will be: (1) the applicable Purchase Order, (2) this Contract; (3) The Pipefy Solution Terms and Conditions.

7.2 The Parties may modify this Contract through a written instrument signed by both, with PIPEFY reserving the right to modify this Contract by updating and publishing it on its website, except for changes related to the pricing of the Services, which will follow the procedure provided in clause 10.2.

7.3 No failure or delay by either party in exercising any right under this Contract will constitute a waiver of that right. The Parties are independent contractors. Nothing in this Contract creates a partnership, franchise, association, joint venture, agency, fiduciary relationship, or employment relationship between the Parties.

7.4 The content of the sections related to Confidentiality, Intellectual Property, Support, Non-Pipefy Applications, Data Protection, and Jurisdiction and Applicable Law, agreed upon between the Parties upon acceptance of the Pipefy Solution Terms and Conditions, are integrated into this Contract and are fully ratified.

7.5 This Contract and the applicable Purchase Order, including information that is incorporated by written reference, constitute the complete understanding between PIPEFY and CLIENT for the acquisition of the Services, and this Contract supersedes all previous or contemporaneous agreements or representations, written or oral, related to the Services.

7.6 Conflict resolution. The Parties agree to seek prior extrajudicial resolution of any controversy, doubt, or dispute arising from this Contract, including its interpretation or execution, and the Party that feels harmed must notify the counterparty of the conflict so that they can resolve the issue within the agreed period, provided it is at least 30 (thirty) days from the date of receipt of the notification.

7.7 Electronic signature. The parties declare and agree that this instrument may be signed electronically or virtually accepted in this Contract, in accordance with the provisions of MP no. 2,200-2/2001, especially § 2 of article 10. The parties acknowledge that both contracting modalities will be valid, effective, and constitute an extrajudicial enforceable instrument for all purposes of Law, under the terms of art. 784, III, of the Code of Civil Procedure.

ANNEX I - DESCRIPTION OF PROFESSIONAL SERVICES

Onboarding Service

1.1. Description: The PIPEFY team will guide the CLIENT’s team in the onboarding of the PIPEFY Solution, so that this team learns to use and configure the Pipefy Solution, generating internal adoption and autonomy for continuous improvements.

1.2. Form of Contracting: The onboarding service is sold through packages, according to the specifications in the table below. The value of the package chosen by the CLIENT will be included in the Purchase Order to be signed by them for the contracting of the Services.

1.2.1 PIPEFY is allowed, at its sole discretion and without prior notice to the CLIENT, to use certified Partners to perform the Onboarding Services. In all cases, PIPEFY will be responsible for guaranteeing its quality standard, as stipulated in this Contract, especially see Section 4.

1.3. Service Scope: Depending on the onboarding package chosen by the CLIENT, the implementation of the CLIENT’s Processes in the PIPEFY Solution will follow different stages, procedures, techniques, and schedules. During this Onboarding period, PIPEFY and the CLIENT should cooperate to fulfill the steps as described below:

(i) Initial “kick-off” call: a welcome call to better understand the CLIENT’s needs and align expectations. A Success Plan will be built to define success criteria, expectations, priorities, and set the next steps of the project. Depending on the contracted package, a second tactical “kick-off” call may be included, to explore technical requirements of the processes to be implemented. Participants: stakeholders of the implementation project on the part of the CLIENT and Project Manager of the PIPEFY implementation team.

(ii) Training for Administrators: This stage aims to train the main people involved in the project, providing necessary knowledge about the product, covering the main functionalities of the platform. This training includes PIPEFY Certification and an administrators’ training (which may be in webinar format or an exclusive meeting, depending on the contracted package). Participants: stakeholders of the implementation project on the part of the CLIENT and Project Manager of the PIPEFY implementation team.

(iii) Modeling: This stage focuses on process configuration based on the modeling documentation (process detailing) that was previously shared by the CLIENT. The PIPEFY team will be responsible for modeling and adjusting the process (if the CLIENT chooses to use the modeling hours of the package), while the CLIENT will be responsible for testing the process, listing all necessary adjustments, and validating the developed process, within the agreed schedule. Any and all necessary adjustments will be limited to the hours contracted by the CLIENT, in the absence of sufficient hours the CLIENT may deliberate, within 72 hours, to additionally contract the missing hours to complete the necessary adjustments, under penalty of the Project being considered delivered without any requested adjustments. After this validation, the process will be ready to be used.

Participants: Champion and Solutions Engineer, or CLIENT and Project Manager (depending on the contracted package).

(iv) Team Training: with the process ready, it is possible to conduct user training. This training session explores the main concepts of PIPEFY, providing an overview of the product and sharing best practices that will provide a better experience with the tool. In the second part of the training, the Champion will take over to demonstrate how the process was built in the tool. With knowledge of the tool and the process, the team will be ready to start using the tool. Participants: stakeholders of the implementation project on the part of the CLIENT and Project Manager of the PIPEFY implementation team.

(v) Launch and Monitoring: after defining the process launch date, users will start using the tool daily and usage data will be monitored by the Project Manager. To finalize the implementation, the CLIENT, the project manager, the account manager, and the growth manager will have a handover meeting, in order to review what was done during the project, share feedback, and define next steps.

1.3.1 Non-Mandatory Services (optional):

(i) Provision of access for PIPEFY Online Certification: a complete and free online course that teaches the basic and advanced functionalities of the PIPEFY platform.

Participants: anyone interested in obtaining the certification

(ii) User utilization guide: a guide constructed by the PIPEFY team to assist the CLIENT’s platform users in navigating the tool.

Participants: stakeholders of the implementation project on the part of the CLIENT

(iii) Access to training webinars: webinars conducted by PIPEFY, according to the webinar calendar, which present the basic and advanced functionalities of the platform, in a non-detailed manner.

Participants: stakeholders of the implementation project on the part of the CLIENT, PIPEFY process specialist

(iv) Access to Real-Time Q&A: an open space, according to the calendar available on the PIPEFY website, for any client to access and have their questions answered by a PIPEFY process specialist.

Participants: stakeholders of the implementation project on the part of the CLIENT, PIPEFY process specialist

1.3.2. The stages and activities not expressly provided for in this Annex will not be part of the scope of the contracted service.

	LIGHT	PERFORMANCE	ENTERPRISE
Modeling Hours	Up to 6h	Up to 18h	Up to 54h

Maximum usage period for the Implementation Service	Up to 6 months from purchase	Up to 6 months from purchase	Up to 1 year from purchase
Implementation stages*	-Initial “kick-off” call -Provision of access for PIPEFY Online Certification – 6 Hours of modeling and/or integration -User utilization guide -Access to training webinars -Access to Real-Time Q&A	-Initial “kick-off” call -Provision of access for PIPEFY Online Certification -18 Hours of modeling and integration performed -Training for administrators (1h) -User training (1h) -User utilization guide -Access to training webinars -Access to Real-Time Q&A	-Initial “kick-off” call -Provision of access for PIPEFY Online Certification -54 Hours of modeling and integration -Training for administrators (Up to 4h) -Team Training (Up to 4h) -User utilization guide -Access to training webinars -Access to Real-Time Q&A

* All stages described here are developed remotely (through video conferences, video calls, telephone service, and/or emails).

1.4. Additional options available for the Onboarding Packages: The services below can be added during the implementation stage of the Package

Service/Description	Contracting Method
Administrator Training: Theoretical and practical training focused on configuration and maintenance. Includes advanced concepts, integrations, organization management, and change management. Recommended for organization administrators.	Per 4-hour session
User Training: This training session explores the main concepts of PIPEFY, providing an overview of the product and sharing best practices that will offer a better experience with the tool. In the second part of the training, the CLIENT will take over to demonstrate how the process was built in the tool. With knowledge of the tool and the process, the team will be ready to start using the tool. It is recommended that one team training be acquired per built process. Training focused on basic concepts, usability, and good usage practices. The PIPEFY team will also perform a demonstration of the modeled process. Recommended for agents (non-administrator users).	Per 1-hour session.
Post-Launch Monitoring: Post-launch support with daily 30-minute sessions for the first 5 business days following the launch to collect user feedback and make minor process adjustments, allowing for up to 2 hours of adjustments with a PIPEFY solution engineer.	For 1 week.
Pipefy Workshop: A full day of exclusive training for the CLIENT. On this day, 3 PIPEFY professionals will be allocated who will conduct a schedule of training (for administrators and users) in addition to hands-on activities. This service, like all others, is done remotely via video conference.	Per 8 hours session.
*For more information about the Enterprise or Performance package, please contact your sales representative or account manager.

1.5. Personnel Involved: During the implementation period, different PIPEFY professionals will work with the CLIENT, according to the responsibilities involved in each stage. In the table below, we describe which professionals will have a role in the implementation, as well as their description:

Professional	Definition	Description
AE	Account Executive	Main contact throughout the PIPEFY journey, focused on commercial themes.
SA	Solution Architect	This PIPEFY professional is responsible for evaluating and scoping the solution that the CLIENT wishes to control in Pipefy, estimating resources and working hours for those involved in the project.
ISM	Implementation Manager	This PIPEFY professional is responsible for managing the implementation project, for the training to be carried out with the CLIENT, and in some cases for the modeling.
CSM	Customer Success Manager	This PIPEFY professional is responsible for the continuous management of the CLIENT’s account throughout the journey with PIPEFY.
SE	Solution Engineer	This PIPEFY professional is the technical lead of the project, who will be in charge of modeling the CLIENT’s processes within the PIPEFY platform..
Executive Sponsor	Executive Sponsor	This professional, on the CLIENT’s side, is responsible for the decision-making of purchasing the PIPEFY software.
Champion	Responsible for the implementation project	This professional, on the CLIENT’s side, is responsible for the success of the PIPEFY implementation project in the company. It may be the same person as the Executive Sponsor or not.
Power users	Key Users	These professionals, on the CLIENT’s side, act as key PIPEFY users. They are usually analysts who, like the champion, have great responsibility for the success of the project (performing tests and engaging the rest of the team). Power users are optional in the project..
Users	Users	These professionals, on the CLIENT’s side, will use the PIPEFY tool in their day-to-day life, as executors.

Modeling Services

2.1 Description: Modeling Services are additional services that the CLIENT can hire for modeling new Processes, adjusting existing Processes, creating or adjusting integrations, or for assistance with questions and best practices for using the platform with our Solution Engineers (SEs). Through Modeling Services, in up to 10 business days after the purchase, when regarding Recurring Services, PIPEFY commits to employing its best efforts to provide the configuration of the CLIENT’s Process in the Pipefy Solution in a customized manner, based on the know-how of the Personnel and on documentation and process guidelines provided by the CLIENT, accounted for through a time tracking system.

2.2. Forms of Hiring: The Modeling packages encompass the deliverables whose scope is described below and can be acquired through a single purchase or on a recurring (monthly) basis, with the limitation of packages and maximum hours allocated per week being noted. Below is a brief explanation of the alternatives for applying the packages:

Modeling Services	Desciption/Escope
Simple Modeling	Configuration of a new use case in Pipefy, as described in the process document provided by the customer.
Adjustments and Improvements	Configuration of adjustments and improvements in existing processes, as stipulated by the customer in documentation.
Session with specialist	A 30-minute remote session to assist with questions about the product, best usage practices, and issues related to integrations.
Integrations	Building new integration recipes, applying improvements and/or optimization, and maintaining existing recipes.
Modeling packages are a minimum of 4 hours/month nd Recurring, of 8 hours/month, and these hours will be used for one or more of the scopes described above. The client can purchase up to five recurring 8-hour packages per month (a total of 40h/month), and if this limit is exceeded, the hiring of an Exclusive Solutions Engineer will be configured. ** In the case of recurring hiring, the contracted hours will expire monthly, with any remaining balance not being cumulative, and will have a minimum validity period of 12 (twelve) months.

2.2.1. Additional Hours: If it is found that the CLIENT’s demand exceeds the contracted hours package, the CLIENT will be notified of the quantity of excess hours in order to formalize the purchase of additional packages (with a minimum of 4 hours as per the above table) of Modeling Services, under penalty of suspension. The charges will be invoiced in the month following the determination of exceeded hours.

Dedicated Solutions Engineer (“SE”) Services

3.1 Description: The Dedicated SE Service guarantees the exclusive allocation of 1 (one) Solutions Engineer (“Resource”) to address the modeling demands and inquiries of the CLIENT. The Resource will be made available within 30 days from the date of purchase (set-up period). The Resource is part of the Personnel, as defined in the Agreement, and nothing in this Annex I shall constitute an employment relationship between the CLIENT and the Resource.

3.2. Ways of Contracting: The Dedicated SE service is marketed by the quantity of Resources, as stated in the Purchase Order, and for a minimum period of 12 (twelve) months per Resource. The Resource will act exclusively alongside the CLIENT, except for internally allocated hours for alignments, training, and internal routines of the Resource with PIPEFY, which may vary between 60 and 80 hours per month.

3.2.1. Additional Hours: If it is found that the CLIENT’s demand exceeds the Monthly Work Limit feasible for one person, unless otherwise expressly agreed by the Parties, the CLIENT acknowledges and agrees to be obligated to pay for the additional hours verified per Resource, as well as for reimbursement for any additional hours (night/overtime), as applicable. The charges will be made in the month following the determination of exceeded hours.

3.3. Absences: The CLIENT is aware and agrees that the contracted Resource(s) is part of the Staff, and, although available on business days and hours, will continue to be subject to the employer’s calendar; the Resource(s) will be entitled to 30 (thirty) days of absence per year due to vacations, and may also occasionally be justifiably absent. During these periods, PIPEFY will replace the Resource(s), however, it is noted that such substitute support will not be exclusive, and will require a learning curve regarding the CLIENT’s processes and information.

3.4. Adjustment: The values of the Resource(s) will be annually adjusted according to the percentage of the collective bargaining agreement of the category. Adjustments will be previously communicated to the CLIENT in writing, becoming effective on the renewal date of the subscription. Changes exceeding 7% (seven percent) will be previously communicated to the CLIENT in writing, becoming effective on the renewal date of the subscription. The price changes are deemed accepted if the CLIENT continues using the Services of the Resource(s). The CLIENT has the right to reject price changes exceeding 7% (seven percent) by canceling the Services, without charges or penalties.

Proof of Concept Service “POC”

4.1. Description: The Proof of Concept (“POC”) aims to enable the CLIENT to perform a compliance analysis of the functional, technical, and quality requirements of the PIPEFY Solution. Through the execution of the POC, PIPEFY will anticipate some steps of the Onboarding Services of the Solution, aiming to enable the CLIENT to effectively test the Solution, as per the need and scope defined between the Parties.

4.2. Contracting Method: The Proof of Concept (POC) service is marketed through weekly sprints and scoped based on the estimated effort for the defined scope between the Parties. The total value of the service and the payment terms will be specified in the Purchase Order to be signed by the CLIENT for the hiring of the services.

4.2.1. The Purchase Order may also contain any specific conditions agreed upon between the Parties, such as the minimum number of Pipefy Solution licenses to be contracted by the Client after the completion of the POC, discounts, or other exceptional conditions, with the Parties being bound to such provisions.

4.3. Scope of the Service: The execution of the POC will follow the steps and activities defined below:

Step

Description

Responsible

1. Scope Identification

Initial alignment meeting with CLIENT, where the need will be identified and the Solution Architect (“SA”) communicated subsequently.

CLIENT

2. Scope Definition

Stage to raise the success criteria of the POC. In addition, also address topics of Security, Compliance, Infrastructure, and Integrations.

This stage is of paramount importance to understand the complexity and risks of the project. And from this, architect how many sprints will be necessary for the success of the POC.

CLIENT

3. Proposal

The proposal is based on the number of sprints in the Scope Definition phase.

This phase aims to present the proposal to the CLIENT to start the project.

4. POC Kickoff

Meeting to start the POC project.

Presentation of the work plan to stakeholders, with timeline, deadlines, and responsibilities of those involved.

CLIENT

5. Development and Testing

Project structuring phase.

Process modeling, internal and external validation meetings, process adjustments, tests by the CLIENT, product training, and user certification.

CLIENT

6. Review of Objectives and Closing

End of modeling stage.

Validation of the achievement of the project’s success criteria

CLIENT

4.3.1. Deliverables

(i) Planning: (before the project starts) Deadlines and responsibilities will be defined according to the complexity of the process documentation and user mapping that will be sent with the scope survey. This plan will contain the project schedule for this specific PoC, considering all the stages that will be covered until the project is completed, as well as the definition of the scope, that is, the specific requirements and success criteria of the PoC.

Participants: Executive Sponsor, Champion, SA, SE

(ii) Kick-off: Consists of an online meeting to present to the CLIENT’s stakeholders, the project schedule, and the people involved in it.

Participants: Executive Sponsor, Champions, SA, SE, AE

(iii) Modeling: To be carried out according to the schedule agreed upon between the Parties: This stage is focused on the configuration and assembly of the process based on the detailed documentation that was previously shared by the CLIENT. The Pipefy team will be responsible for modeling and adjusting the process, while the Champion will be responsible for validating the process within the agreed timeframe. At the end of this stage, the CLIENT will provide the first approval and the process will be ready for testing by advanced users.

Participants: Champion, SE, SA

(iv) User Acceptance Testing (UAT): to be carried out according to the schedule agreed upon between the Parties: User Acceptance Testing guided by the Solution Architect (SA) to ensure that all requirements are covered before modeling approval. Includes UAT scripts and 1 training session with advanced users who will perform the UAT.

Participants: Champion, Power Users, SE

(v) PoC Closing: Consists of a meeting with the main stakeholders after the UAT period to assess whether the requirements and acceptance criteria of the PoC have been achieved.

Participants: Executive Sponsor, Champions, SA, SE, AE

4.3.2. The steps and activities not expressly provided for in this Addendum will not be part of the scope of the contracted service.

4.3.3. PIPEFY will not be responsible for delay or non-achievement of the criteria established for the POC Service when they result from the CLIENT’s failure to meet the agreed deadlines, stages, or schedules, or for failing to provide PIPEFY with information, materials, consents, or accesses necessary for the execution of the Services. Failure to meet the requirements and criteria established in the scope phase will not entitle the CLIENT to any refund or compensation.

4.3.4. If PIPEFY informs the CLIENT about a failure and the CLIENT does not remedy it within 5 business days or another mutually agreed period, then PIPEFY may choose to, under the terms of the Contract:

Suspend the Services until the irregularity is remedied and/or the CLIENT acquires the complementary hours; or 2. Rightfully terminate the Contract concerning the portion of the Services impacted by the failure.

4.4. Personnel involved: During the project period, different PIPEFY professionals will work with the CLIENT, according to the responsibilities involved in each stage. In the table below, we describe which professionals will have some role in the POC, and also their description:

(i) On CLIENT’s side:

CLIENT Representative	Responsibility
Executive Sponsor	The Executive Sponsor has authority over the project and final business decisions. Approve change requests, advocate for, and support resources assigned to the project.
IT Sponsor	The IT Sponsor involved will assist in validating security documents and integrating with the company’s databases and systems, if it is within the PoC scope.
Champion	The champion will coordinate the collection of documentation, assign resources and responsibilities, provide objectives and success criteria, make decisions and remove obstacles, act as a change agent, and engage the team to meet deadlines.
Process Admin	The Process Admin is the one who knows the process structure the most (what are the stages, requirements/tasks, rules) and will validate the customization and configuration of PIPEFY. Ensure that business use cases and requirements are established and validated. Provide assessment for scorecard.
Agents	The user agents who will execute and manage the process. These are the stakeholders designated to test the process and validate the tool. (can be the same as administrator or agent for PoC).
Requesters	The requester is the one who will open the requests to the process, who will test the entry of the requests and validate the flow. (can be the same as administrator or agent for PoC).

(ii) On PIPEFY’s side:

PIPEFY Responsible	Descrição da Responsabilidade
AE (Account Executive)	The main contact throughout the PIPEFY journey, focused on commercial topics
SE (Solutions Engineer)	Will build and adjust the process in the PIPEFY platform with Custom Integrations (when necessary).
SA (Sales Architect)	Responsible for unlocking matters about Security, Compliance, Infrastructure, and Integrations. Technically supports the project and helps coordinate the development of the POC.
Support Team	For quick questions about the product, this team will provide support via chat in the application.