These Conditions regulate the commercial relationship between the CLIENT and MERCHISE regarding the acquisition of products and services, including software, training and consultancy, that the CLIENT hires with MERCHISE. 

By accepting an order with MERCHISE., the client marks his acceptance with these terms.


MERCHISE will provide the following services:

  • Technical Assistance: Accompany the users in the use of the implemented solutions.
  • Consulting: Design, document and advise the development, acquisition or implementation of new solutions.
  • Training: Execute the training plans agreed to impart to the users of THE CLIENT, in the use of the requested Technologies.

The sale is formalized when the CLIENT accepts the proposal by sending the corresponding Confirmation, either by post, e-mail, according to the CLIENT's preference. The sending of a new request by the Client does not constitute a contract, even if MERCHISE has previously submitted an offer. Any supplementary agreement and any subsequent modification requested by the CLIENT must be confirmed and will not take effect until there is express and written acceptance by both parts.

Merchise undertakes to do its best to supply performant services in due time in accordance with the agreed timeframes.

Additional services or modifications to the services described above may be agreed upon in the corresponding projects prior notification of agreement by both parties. Other assistance requests, such as questions related to development or customizations may be covered through the purchase of a separate service agreement.

The standard charges for the Training Services are based on the number of Users, Time and locations specified in writing in the training project. When during the Service, the Customer request extra hours or movement requested, the Customer agrees to pay an extra fee equivalent to the applicable price (at the time of the deviation), for the additional Users or the required time or cost.

Obligations of The Client

  • Provide to MERCHISE the information required to perform the services.
  • Guarantee access and will make available to the personnel designated by MERCHISE to the spaces, facilities, systems and any other resource agreed for the performance of the services, at the times and conditions agreed upon and by mutual agreement, depending on the execution of services.
  • Validate the results obtained and make the payment under the defined rates and within a maximum period of 15 business days from the presentation of the invoice by MERCHISE. In the event of non-payment by the due date, Merchise reserves the right to stop the services in course until the payment is completed.
  • Communicate to MERCHISE any deficiency, lack of conformity, problem or suggestion that it has regarding the services received in no more than 21 days.

Confidentiality and Intellectual Property

  • The Parties acknowledge the legitimate ownership of the intellectual property rights that each of them has prior to the date of signing the Contract, have been generated outside its scope, or that each of them justifies holding over any data, information, results or other elements that make up the Projects, and that they also possess since before the date of subscription of the Contract itself or its Projects.
  • Neither Party shall be liable under any circumstances or conditions related to this Agreement, for the improper use by the other Party, of any patent, registered trademark or any other intellectual property rights of third parties.
  • The Parties by mutual agreement may register the intangible assets generated by virtue of this Contract.
  • The Parties shall promptly establish the percentage of ownership of the rights referred to above, provided that it is appropriate according to law, stating it in a document signed by those responsible for both parties.
  • In no case will they promote or participate in any act, and they will avoid any conduct or action that causes the loss or puts at risk the ownership and/or the exercise of the intellectual property rights that either or both of them hold.
  • All obligations to preserve The Company's confidential information, intellectual property and other warranties and representations set forth herein shall survive the termination of this Agreement.

Other conditions

  • In the event of early termination of the contract for any reason, the CLIENT shall be obliged to pay for all work carried out in the projects in course.
  • The Parties will comply with this Agreement in good faith. Any discrepancy that arises in the interpretation and/or execution of this Contract will try to be resolved amicably, through negotiations between them.
  • This Agreement shall inure to the benefit of and shall be binding upon each party's successors and assigns. Neither party shall assign any right or obligation hereunder in whole or in part, without the prior written consent of the other party.
  • The parties hereto have caused this Agreement to be executed by their duly authorized representatives, effective as of the day of execution of the first Service.