Terms and Conditions

1. Purpose

1.1. LAWERS is an independent consulting firm specialized in compliance, regulatory legal advisory, support in licensing processes before the Central Bank of Brazil and other competent authorities, as well as ongoing regulatory consulting.

1.2. The services provided include:

Regulatory licensing: analysis, structuring, and monitoring of authorization-to-operate processes and participation in payment arrangements.

Compliance and governance: drafting of policies, manuals, and internal controls (AML/CFT, risk management, and audit).

Ongoing regulatory consulting: monitoring of regulations, alerts regarding regulatory changes, impact analysis, and updating of internal policies.

1.3. LAWERS is not a law firm, financial institution, or regulatory authority and does not have the authority to deliberate, authorize, or decide on licensing, authorization, or registration processes.

2. Eligibility and Acceptance

2.1. The use of LAWERS’ services is subject to the express acceptance of these Terms of Use.

2.2. By engaging LAWERS, the client declares that they have the legal capacity and authority to enter into contracts and to provide the information necessary for the performance of the services.

2.3. The use of the services implies full acceptance of the provisions set forth herein.

3. Nature of Services and No Guarantee of Results

3.1. LAWERS provides consulting, technical, and strategic services and does not ensure or promise any specific outcome.

3.2. The approval of licenses, authorizations, or registrations depends exclusively on the regulatory authority and on the applicant institution’s specific conditions, such as business model, financial capacity, corporate structure, and compliance history.

3.3. Accordingly, LAWERS does not guarantee the granting of licenses or authorizations and shall not be held liable for any rejection, filing, or additional requirements imposed by the Central Bank or any other authority.

3.4. No indemnification or compensation shall be owed to the client in the event of non-approval of a license, and LAWERS’ liability shall be limited to the diligent performance of the contracted services.

3.5. In the case of ongoing regulatory consulting, LAWERS undertakes to monitor regulations and communicate relevant changes but shall not be responsible for the implementation of the necessary measures within the institution, which remains the sole responsibility of the client.

4. Client Obligations

4.1. The client undertakes to:

• provide LAWERS with all information and documents in a complete, accurate, and timely manner;

• comply with agreed delivery deadlines;

• keep corporate, financial, and operational data updated if such data may impact the process;

• internally implement the recommendations provided by LAWERS in regulatory consulting engagements.

4.2. Failure to comply with these obligations may impact the outcome of the work, without implying liability on the part of LAWERS.

5. Confidentiality and Data Protection

5.1. All information and documents provided by the client shall be treated as confidential by LAWERS, except when disclosure is required by law or by order of a competent authority.

5.2. LAWERS adopts practices consistent with the Brazilian General Data Protection Law (Law No. 13,709/2018 – LGPD), limiting the processing of personal data strictly to what is necessary for the performance of the services.

6. Intellectual Property

6.1. All opinions, reports, policies, contracts, regulations, manuals, and other materials produced by LAWERS are for the exclusive and restricted use of the client and may not be reproduced, distributed, or used by third parties without express authorization.

6.2. The assignment of rights to use the materials prepared does not imply any transfer of LAWERS’ intellectual property rights.

7. Limitation of Liability

7.1. LAWERS’ liability shall be limited to the amount of fees paid by the client in relation to the contracted service.

7.2. Under no circumstances shall LAWERS be liable for:

• rejection of applications before the Central Bank or other authorities;

• subsequent regulatory changes that impact the progress or outcome of the process;

• unilateral decisions by competent authorities;

• the client’s failure to implement recommendations made in regulatory monitoring reports;

• indirect damages, loss of profits, loss of opportunity, or financial losses arising from the client’s expectations.

  
  

8. Amendments and Updates to the Terms

8.1. LAWERS may update these Terms of Use periodically, and it is the client’s responsibility to review the version in force at the time of contracting or renewing services.

8.2. Relevant changes shall be communicated to the client in a clear and accessible manner.

9. Governing Law and Jurisdiction

9.1. These Terms shall be governed by the laws of the Federative Republic of Brazil.

9.2. The courts of the District of São Paulo, State of São Paulo, are hereby elected as the exclusive jurisdiction to settle any disputes arising from these Terms, with express waiver of any other jurisdiction.