Standard public clauses associated with the contract entered into between sky.One and its customers (“contractor”).
1. Secrecy and confidentiality
- “CONFIDENTIAL INFORMATION” will not be considered for the purposes of this instrument, information, data, materials, documents, technical or commercial specifications, innovations or improvements that: (i) at the time of its disclosure by one of the PARTIES that are already proven to be of knowledge of the other PARTY, provided that such prior knowledge has been obtained in a lawful and legitimate manner; (ii) are in the public domain; (iii) are objects of written permission, respecting the limits and conditions set out in the permission for the disclosure of information; (iv) are requested by court order and/or the Public Administration or whose disclosure is determined by law, respecting the strict limits of the request or determination; and (v) are necessary for the perfect execution of the AGREEMENT or the SERVICES.
- The PARTIES undertake to restrict access and keep confidential the CONFIDENTIAL INFORMATION transmitted between them, disclosing it only to those employees who need it to perform the functions assigned to them under this contract, signed with them, in a specific term , commitment to secrecy regarding the information received.
- The commitments provided for in this confidentiality clause are assumed on an irreversible, irrevocable and irreversible basis, and will survive the termination of any commercial or other relationship existing between the PARTIES for a period of 5 (five) years after the respective termination.
- The CONTRACTED PARTY will not be responsible for violations of the aforementioned data and information resulting from fraud committed by persons authorized by the CONTRACTING PARTY nor those resulting from criminal or irregular actions by third parties and hackers, whenever demonstrated that they were outside the limits of technical predictability at the time that this will occur.
2. Intellectual property
- The CONTRACTING PARTY expressly acknowledges that the Auto.Sky PLATFORM, as well as the logos, brands, insignia, symbols, distinctive signs, manual(s), technical documentation associated therewith and any other related materials for the Auto.Sky PLATFORM, constitute, as the case may be, copyrights, trade secrets, and/or property rights of the CONTRACTED PARTY (or its licensors, as the case may be), such rights being protected by the national and international legislation applicable to intellectual property and copyright, especially as contained in Laws numbers 9,609 and 9,610, dated 02.19.98, together with other laws, norms and treaties, at national and international level, applicable to the protection of copyrights, intellectual properties and business and industry secrets. The CONTRACTING PARTY shall notify the CONTRACTOR, in writing, immediately, as soon as it becomes aware of any news about violation of copyright or intellectual property rights related to the Auto.Sky PLATFORM or the technical documentation associated with it. The Auto.Sky PLATFORM under no circumstances will be transferred to the CONTRACTING PARTY as a result of the acquisition of the use license inherent therein, and/or its use, being expressly established that the CONTRACTING PARTY will only have the right to use the use licenses that it has acquired and to receive the update and technical support services as set out in this contract, and that the CONTRACTING PARTY is expressly prohibited from assigning, selling, leasing, renting, leasing, pledging, allowing the attachment, donating, lending, transmitting, allowing the its shared use, make it available for access or use by third parties, in short, alienate or transfer, in any form or under any titles, totally or partially, temporarily or permanently, free of charge or onerous, under any modalities, the Auto.Sky PLATFORM object of this contract. The CONTRACTING PARTY will not do, will not give permission for it to be done, nor will it contribute to the decompilation, reengineering, reverse engineering, modifications of the characteristics, expansions or alterations in the Auto.Sky PLATFORM, nor the merger or incorporation in programs or systems of third-party property.
3. Warranty and Limitation of Liability.
- The Parties acknowledge and declare that the Auto.Sky PLATFORM was developed for use by users in general, not having been developed under the CONTRACTOR's order, which is why the CONTRACTOR cannot guarantee that the good will meet the CONTRACTING PARTY's specific needs, except in cases in which the Parties adjust specific personalization, alteration or customization services of the Auto.Sky PLATFORM, in which case the service to the CONTRACTING PARTY's specific needs will be ensured by the CONTRACTOR in relation to these items subject to specific adjustments.
- Without prejudice to the provisions of item 12.1. above, the CONTRACTOR expressly exempts itself from any liability and indemnities, losses and damages, loss of profits, losses of any kind, or under any titles, losses or interruption of business; for computer, equipment or peripheral defects, or any other direct, indirect, incidental, consequential, special, consequential or punitive damages, directly or indirectly resulting from the acquisition, use, or impossibility of using the Auto.Sky PLATFORM and /or the services acquired from the CONTRACTOR, caused to the CONTRACTING PARTY or to third parties, a delimitation that applies even as a result of situations beyond the CONTRACTOR's control, such as, for example, viruses, hackers, loss of passwords, the result or the profitability of the enterprise of the CONTRACTING PARTY or other situations that do not depend on the CONTRACTOR. The CONTRACTING PARTY recognizes, accepts and declares that it is aware that the current state of software development technique does not allow to ensure the elaboration of computer programs totally free of vices or defects and that, therefore, the CONTRACTED PARTY cannot guarantee that the program will operate uninterruptedly or free from defects or defects. Under no circumstances will the sum of the responsibilities and indemnities applicable to the CONTRACTOR, arising directly or indirectly from this contract, exceed the amounts paid to the CONTRACTOR, by the CONTRACTING PARTY, under this CONTRACT during the 12 (twelve) months prior to the event that results in the responsibility of the CONTRACTOR.
4. Protection and exchange of personal data
- For the purposes of this contract, PERSONAL DATA means information related to an identified or identifiable natural person, which is subject to Law 13.709/18, including, but not limited to: name, physical and electronic address, telephone contact, date of birth, gender, affiliation, marital status, place of birth, nationality, kinship, civil and tax identification, passport, professional curriculum, profession, academic qualifications, professional training and also, biometric data, location data, online identifier, characteristics inherent to the physical, physiological, genetic, mental, economic, cultural or social traits of the person and others that may be similar.
- In the development of any activities related to the execution of this Contract, the Parties will scrupulously observe the legal regime for the protection of personal data, endeavoring to proceed with all the processing of personal data that may prove necessary in strict and rigorous compliance with the Law nº 13.709/2018, any changes and regulations, ensuring that its employees, agents, consultants, subcontractors and/or service providers also comply with the applicable legal provisions.
- The personal data provided by the CONTRACTING PARTY under this contract are essential for the provision of services by the CONTRACTED PARTY, which may use the personal data collected to: (i) provide updates, security and troubleshooting, as well as the provision of technical support ; (ii) maintain and improve the provision of services under this agreement; (ii) customize products and make recommendations; (iv) advertise to the CONTRACTING PARTY and third parties linked to it, including sending promotional communications, targeting ads and presenting relevant offers to the CONTRACTING PARTY, (v) performance analysis, compliance with legal obligations and carrying out surveys.
- The use of the Auto.Sky PLATFORM by the CONTRACTING PARTY may result in the sharing of personal data by the CONTRACTOR with the CLOUD PROVIDERS, or with third parties used by it to provide the service, that is why, in this act, the CONTRACTING PARTY expresses its knowledge and acceptance of the Privacy Policies Privacy of the CLOUD PROVIDERS and CONTRACTOR in force during the period of use of the service, which are published on the present date and will be permanently updated and made available for free access according to the links available in the commercial proposal.
- The Parties agree that if the exchange of personal data is necessary for the performance of the services object of this contract, only the data strictly necessary for the proper fulfillment of this Contract will be provided, and if the legislation requires consent for the treatment and exchange of information , the Responsible Party(ies) must obtain a clear, specific, prior and written consent from the data subject and/or his/her legal representative.
- In the development of any activities related to the execution of this contract, the CONTRACTOR undertakes to implement reasonable and appropriate measures to help the CONTRACTOR to protect its content and that of its customers against accidental or illegal loss, access or disclosure, striving to proceed with all the processing of personal data that may prove necessary for the development of the object of this contract, undertaking to: a) treat and use personal data in the legally permitted terms and in a manner compatible with the purposes for which they have been provided; b) keep the data only for the period necessary to pursue the purposes of collection or further processing; c) implement necessary technical measures to protect data against accidental or unlawful destruction, accidental loss, alteration, dissemination or unauthorized access, as well as against any other form of illicit treatment thereof; d) immediately inform the CONTRACTING PARTY if there is any breach of security, or suspicion thereof, regardless of whether or not it jeopardizes the security and integrity of the Personal Data, in which case it must provide all necessary collaboration to any investigation that may be carried out ; e) guarantee the exercise, by the holders, of the respective rights of information and access to personal data;
- The Parties are responsible for the elimination of personal data obtained and/or processed in the context of this Agreement after the end of the necessary treatment and/or the termination of this instrument, with conservation being authorized only in the cases legally provided for;
- The CONTRACTING PARTY declares and guarantees that: (a) all processing of Personal Data, from collection to the moment of sharing with the CONTRACTOR, was carried out in accordance with the provisions of the Data Protection Laws, and that the instructions for the Processing of Personal Data by the CONTRACTING PARTY is also in accordance with such rules, including the framework of such treatment within the applicable legal bases and in compliance with the principles set forth in the Data Protection Laws; (b) will establish the appropriate criteria so that the CONTRACTED PARTY has access only to the Personal Data necessary and sufficient for the Treatment under the Contract and (c) is aware that the CONTRACTED PARTY does not have access to the content and personal data of the CONTRACTING PARTY and/or third parties stored on the PLATFORM, except when necessary to maintain certain services contracted by the CONTRACTING PARTY, object of a specific proposal or to comply with legal obligations or orders issued by government authorities.
- The CONTRACTOR is not responsible for the processing of personal data carried out by third parties for the benefit of the CONTRACTING PARTY, including software suppliers (ISVs), which will be liable for damages caused by the treatment when they fail to comply with the obligations set forth in data protection legislation.
5. Data privacy and confidentiality
- The CONTRACTOR undertakes to protect the privacy and confidentiality of the CONTRACTING PARTY's data to the extent reasonable and permitted by law. The CONTRACTED PARTY will not access, examine or review any private data of the CONTRACTING PARTY that are accessible, including those contained in the electronic files kept on the server, e-mail messages, calendars, notes, contacts, memos or public folders, except if: (i ) the CONTRACTING PARTY or an agency or regulatory body specifically requests it; (ii) perform, at its sole discretion, routine backup and restore operations, virus scanning and virus removal, spam or content filtering; or (iii) such access, examination or review is urgently necessary for the protection of personal safety, troubleshooting, restoration of Auto.Sky PLATFORM operations, removal of illegal or offensive content (eg, pornographic or otherwise violates the CONTRACTOR's policies) or to prevent a failure in the Auto.Sky PLATFORM. or services or other damage.
- The CONTRACTING PARTY consents and authorizes the CONTRACTOR and its service providers and subcontractors, as required by law, to access and disclose to government bodies and authorities data of, about or related to the CONTRACTING PARTY, including the content of communications.
6. Integrity Policy
- The CONTRACTING PARTY declares, by itself and its partners or shareholders, administrators, employees, agents, representatives, or any other persons acting in its name or interest, that it has not practiced and undertakes not to practice any acts that violate the anti-corruption laws applicable to its activities or the anti-corruption laws applicable to the CONTRACTOR, especially Federal Law No. 12.846/13, including, without limitation, any act harmful to the national or foreign public administration or contrary to the international commitments adopted by Brazil that deal with such matter and the laws and related regulations. ( https://skyone.solutions/codigo-de-etica-e-conduta/ )
Last update on 11/08/2021.