Terms of Use

1. About these Terms #

1.1 These Terms govern access to and use of MARS, a business-to-business software-as-a-service (SaaS) operated by Filippo Andrade Prins Rodrigues Ltda., enrolled with the Brazilian CNPJ under No. 43.160.839/0001-08, with its registered office at Rua Haddock Lobo, 419, sala 802, Rio de Janeiro/RJ, CEP 20260-141, Brazil (hereinafter "MARS"; "MARS" and "MARS Procure" are trade names of this product and service), that automates purchasing quotations (RFQs) for procurement teams: artificial intelligence drafts and reviews the RFQ from a requirement, finds suppliers, invites them by e-mail, follows up on replies, reads and compares quotes and supports negotiation, award and the contracts register, always with human confirmation at the decisive steps.

1.2 The Data & Privacy Policy, including the DPA, and, for the Enterprise plan, the commercial proposal accepted by the Customer, form part of these Terms. In case of conflict: (i) on personal data for which MARS is the processor, the DPA prevails; (ii) on price, limits and commercial conditions of the Enterprise plan, the commercial proposal prevails; (iii) in all other cases, these Terms prevail.

1.3 MARS is intended for companies and for professionals acting in a business capacity (B2B). It is not intended for consumers or for persons under 18. By subscribing, the Customer declares that it uses the Service as an input to its professional activity.

2. Definitions #

Award

the Customer's choice of the winning Supplier for an RFQ or part of it, always confirmed by a User.

Approval tiers

the flow, available from the Business plan, in which an Award depends on approval by people designated by the Customer, given through a link sent by e-mail.

Customer

the company or professional that creates a Workspace or subscribes to MARS.

Credits

the unit of usage of MARS, as set out in clause 12.2.

Customer Data

data and content that the Customer and its Users enter, import, send or make available to MARS, and that MARS receives or produces on the Customer's behalf when providing the Service, including RFQs, items, specifications, attachments, criteria, supplier contacts, messages exchanged with suppliers, quotes, evaluations, negotiation rounds, auctions, awards, contracts and the audit trail.

Discovery

the AI-powered web search for new suppliers that MARS performs at a User's request.

Workspace

the Customer's environment in MARS, with its Users, Roles, settings, suppliers, RFQs and subscription.

Supplier

a company invited, through MARS, to respond to a Customer's RFQ, and the contact persons who represent it.

MARS Supplier Pool

the supplier base curated and maintained by MARS from public business data, available from the Business plan.

Roles

Owner, Admin, Buyer and Viewer.

Plan

the plan subscribed to (Free, Pro, Team, Business or Enterprise), with its monthly Credits, number of Users, features and billing period.

Supplier Portal

the page a Supplier opens through a private link, without needing an account, to read the RFQ, send questions, quotes and files and take part in rounds and auctions.

Third-Party Providers

third parties whose services MARS depends on or integrates with, such as providers of cloud infrastructure, e-mail sending and receiving, artificial intelligence, SMS, payments, invoicing and identity.

RFQ

the request for quotation created by the Customer in MARS, with its items, conditions, criteria and deadlines.

Service

MARS, the application at https://marsprocure.com/app/, the Supplier Portal, the e-mails sent by MARS, the API and the website.

User

a person registered by the Customer to use MARS in its Workspace.

3. Acceptance and authority #

3.1 Acceptance is electronic: by ticking the acceptance box, by creating the Workspace or by using the Service. MARS records the date, time, version, User and Workspace identification and IP address, and that record serves as evidence. Electronic acceptance is legally valid, including under Brazilian Provisional Measure No. 2,200-2/2001.

3.2 Anyone accepting on behalf of a company declares that they have authority to bind it and is personally liable if they do not.

3.3 The Customer is responsible for its Users and ensures that each of them knows and complies with these Terms as applicable to them.

4. Workspace, users, access and permissions #

4.1 Registration. The Customer must provide true, complete and up-to-date information and keep it so, including each User's work e-mail and mobile number. MARS may require verification and refuse or close registrations at its discretion, subject to the law.

4.2 Sign-in. Access to the Workspace is by a link sent to the User's e-mail or by the User's Microsoft account, followed, at every sign-in, by a code sent by SMS to the registered mobile number. Each User account has a single mobile number, which cannot be used on another account. At registration, MARS provides single-use recovery codes, which the User must keep in a safe place. A session ends after 30 minutes without activity and, in any case, after 12 hours. MARS may change these methods and limits for equal or greater security.

4.3 Roles and permissions. The Owner decides who uses MARS and each person's Role. As a rule: the Owner manages the Workspace, the subscription and the closing of the Workspace; the Admin manages people, settings and suppliers; the Buyer creates and runs RFQs; and the Viewer can only view. Configuring Roles and approval limits correctly is the Customer's responsibility.

4.4 Users per Plan. Each Plan allows the number of Users shown on the pricing page or in the commercial proposal. If the Workspace moves to a Plan with fewer Users than its active members, members over the limit may be paused until the Owner adjusts the team or the Plan (clause 12). A paused member cannot access the Workspace, but their records remain.

4.5 Changing or removing Users. The Admin must remove or pause, without delay, anyone who leaves the team or should no longer have access, and update the mobile number of anyone who changes number. MARS is not liable for access by people the Customer has not removed.

4.6 Responsibility for acts. The Customer is responsible for everything that happens in its Workspace and for the acts of its Users, including publications, invitations, messages, configured automatic answers, negotiation proposals, Awards and approvals. Each User must keep their e-mail, Microsoft account, mobile phone and recovery codes under their control and notify the Admin of any loss, theft or misuse.

4.7 One Workspace per company. The data, permissions and billing of each Workspace are kept separate. MARS may limit the number of Workspaces per person, per e-mail domain, per mobile number or per device, especially on the Free plan (clause 11).

5. The Service #

5.1 Depending on the Plan and each User's Role, MARS lets the Customer: (a) draft the RFQ with artificial intelligence from a requirement and review it for gaps, ambiguities and risks; (b) register, import and organise suppliers, find new suppliers on the web (Discovery) and, from the Business plan, in the MARS Supplier Pool; (c) invite Suppliers by e-mail, send reminders and answer routine questions; (d) receive and read quotes sent by e-mail, PDF, spreadsheet or through the Supplier Portal; (e) compare quotes with criteria and weights defined by the Customer, with currency conversion at the rates the Customer enters; (f) run negotiation rounds, best and final offer (BAFO) requests and, from the Business plan, online reverse auctions; (g) award, with Approval tiers from the Business plan; (h) register contracts, track savings on a dashboard and produce PDF reports; and (i) keep an audit trail of RFQs.

5.2 Human-confirmed steps. Publishing an RFQ (which sends the invitations), setting the Supplier shortlist and making an Award are always confirmed by a User. The User must check the content before confirming. Once confirmed, the action belongs to the Customer and its User.

5.3 Configurable autonomy. In the settings, the Customer decides how much MARS may act on its own in conversations with Suppliers, for example by answering routine questions automatically when the answer is grounded in the RFQ itself, or by holding the answer for a User's approval. Questions the RFQ does not answer are passed to the User. The Customer is responsible for the level of autonomy it chooses.

5.4 Limits. The Service is subject to the Credits and limits of the Plan, to reasonable-use limits, to safeguards against abusive e-mail sending and to the technical and policy restrictions of Third-Party Providers. The features available are those shown on the website, the pricing page or in the application. Features labelled "coming soon" are product intentions, with no commitment as to timing or delivery.

5.5 What MARS is not. MARS is a software tool used by the Customer. MARS: (a) is not a marketplace, does not intermediate or represent buyers or Suppliers and is not a party to the contracts, orders or negotiations between the Customer and Suppliers; (b) does not guarantee that Suppliers will respond, nor the prices, lead times, conditions, quality or savings obtained; (c) does not verify the tax, legal, labour, technical or financial standing of Suppliers, including those found by Discovery or listed in the MARS Supplier Pool, and supplier due diligence and qualification remain the Customer's responsibility; and (d) does not provide legal, tax, financial, technical or procurement advice. Examples, savings indicators and demonstrations illustrate how the Service works and do not guarantee any result.

5.6 Evolution. MARS may create, change, limit, replace or discontinue features, limits, screens and integrations at any time. If a change removes an essential feature of a paid Plan, MARS will give reasonable advance notice, unless the change is required by law, by a Third-Party Provider, or for reasons of security, cost or technical feasibility.

6. Integrations and Third-Party Providers #

6.1 MARS depends on Third-Party Providers. Where an integration requires the Customer's own account or licence, such as the Microsoft account used to sign in, the Customer must keep it active and in good standing and comply with the terms that apply to the services it uses with MARS.

6.2 By signing in with a Microsoft account, the User authorises MARS to receive, through the provider's official means, the minimum identification data needed for sign-in (such as name, e-mail and account identifier). MARS does not receive the Microsoft account password. The authorisation can be revoked in the Microsoft account itself, in which case the User signs in with a link sent by e-mail.

6.3 Failures, interface changes, prices, limits or policies of Third-Party Providers, including spam filters and delivery policies of Suppliers' mail servers, may affect the Service. MARS will use reasonable efforts to mitigate their effects but is not liable for the acts, omissions or unavailability of those third parties.

6.4 No affiliation. MARS is an independent product and is not affiliated with, sponsored or endorsed by the infrastructure, e-mail, artificial intelligence, SMS, payment, invoicing or identity providers it integrates with. Third-party trademarks belong to their respective owners.

6.5 Integration no longer viable. If a change in a Third-Party Provider's policy or conditions makes providing the Service unviable or excessively costly, MARS may change the integration, adjust prices, Credits or limits, or discontinue the Service, with notice whenever possible. If the paid Service is discontinued, MARS will refund the pro-rata amount for the period paid and not used.

7. Artificial intelligence #

7.1 MARS uses artificial intelligence to draft and review RFQs, search for suppliers on the web, classify e-mails received from Suppliers, extract data from quotes, draft answers and negotiation messages and support the evaluation and ranking of quotes, as described in Part C of the Data & Privacy Policy, which explains how it works, its limits and its safeguards.

7.2 AI can make mistakes: it may misread a value, unit or currency, miss a condition, suggest an unsuitable supplier, draft an inaccurate answer or rank quotes differently from how the Customer would. That is why there are human-confirmed steps (clause 5.2) and configurable autonomy (clause 5.3). The User and the Customer are responsible for checking RFQs, supplier lists, extracted quotes, comparisons, answers and messages before confirming or making decisions.

7.3 MARS does not make automated decisions with legal effects on people. MARS's rankings and scores support the Customer's decision; the Customer alone is responsible for choosing Suppliers and for the Award.

7.4 MARS does not use Customer Data to train its own or third-party artificial intelligence models.

8. Communications with Suppliers on the Customer's behalf #

8.1 Sending on the Customer's behalf. By publishing an RFQ, the Customer instructs MARS to send, on its behalf, invitations, reminders, clarifications, addenda, negotiation requests, auction notices and result notices to the selected Suppliers. The e-mails identify the Customer as the buyer and are sent from the marsprocure.com domain, with reply-to addresses specific to each RFQ, so that Suppliers' replies return to the Customer's Workspace.

8.2 Recipients. The Customer must invite only companies and business contacts it has a legitimate interest in obtaining quotes from, and warrants that the contacts it registers or imports were obtained lawfully. Contacts found by Discovery or listed in the MARS Supplier Pool are public business data and only receive e-mails after a User selects them and confirms publication.

8.3 Nature of the messages. The communications MARS sends are requests for quotation and operational messages of the purchasing process, not advertising. Using MARS to send offers, advertising, sales prospecting or messages unrelated to a real RFQ is prohibited.

8.4 Unsubscribe and suppression list. Every e-mail sent to Suppliers contains an unsubscribe link. MARS keeps a suppression list and does not send new invitations to addresses that have unsubscribed or bounced as invalid, in any Workspace, unless the recipient asks again. The Customer must not try to circumvent the suppression list.

8.5 Supplier Portal. The Supplier opens the RFQ through a private link, without needing an account. Anyone holding the link can act for the Supplier on that RFQ, so the link must not be shared outside the Supplier's company. MARS may record the date, time and IP address of actions in the Portal for security and audit.

8.6 Reverse auctions. In online auctions (from the Business plan), the rules of each auction (start, end, extension, minimum bid decrement, visibility) are set by the Customer and shown to Suppliers. MARS records bids with date and time. A Supplier's connection problems do not suspend the auction, and the Customer decides, at its discretion, whether to accept the auction result.

8.7 Delivery not guaranteed. Sending is not a guarantee of delivery, reading or response. Spam filters, Suppliers' servers and Third-Party Provider limits may block or delay messages. Invitations that bounce as undelivered have their Credit refunded (clause 12.2).

8.8 Relationship with Suppliers. The commercial relationship is solely between the Customer and each Supplier. The Customer is responsible for the information in the RFQ, for complying with the rules it sets itself, for treating Suppliers fairly and for the legal obligations that apply to its purchases, including internal, sector-specific and anti-corruption rules.

9. Acceptable use #

9.1 Use MARS to run real purchasing quotations, lawfully, securely and respectfully towards Suppliers. You may create RFQs for the Customer's real needs, invite suppliers with a legitimate interest, negotiate and award according to the rules the Customer sets, and register only people who should have access, with their own e-mails and mobile numbers.

9.2 The following are prohibited:

(a) Unlawful or abusive use: using the Service for an illegal, fraudulent or deceptive purpose or one that infringes third-party rights; creating fake or fictitious RFQs to obtain prices, information or proposals from Suppliers with no real intention to buy; engaging in or facilitating cartels, price-fixing, bid-rigging or corruption; sending unlawful, discriminatory, threatening or obscene content.

(b) Data that must not be sent: sensitive personal data (health, racial or ethnic origin, religion, political opinion, trade-union membership, sex life, genetic or biometric data), data of children and adolescents, passwords, tokens, API keys, full card numbers and other secrets, except what is essential and lawful for the purpose of the purchase, at the Customer's sole responsibility.

(c) E-mails to Suppliers: using MARS for spam, advertising, prospecting or communications unrelated to a real RFQ; inviting unlawfully obtained contacts; circumventing unsubscribe, the suppression list or sending safeguards; impersonating another company.

(d) Security and integrity: trying to circumvent the human confirmations, Roles, Credit or User limits, the Free plan rules or the Service's safeguards, including through content crafted to deceive the AI (such as prompt injection in RFQs, attachments or e-mails); accessing or trying to access the data of another Customer, User or Supplier; sharing access links, SMS codes, recovery codes or sessions; reverse engineering, decompiling or extracting source code, proprietary technology or internal elements of the Service, or building a competing product from them; overloading the infrastructure, using unauthorised bots or automation (other than the API MARS offers) or generating volume inconsistent with normal use; testing security without following clause 10.8.

(e) Improper commercial use: reselling, sublicensing or granting access to anyone who is not a User of the Customer, unless authorised in writing by MARS; extracting, bulk-copying or reselling the MARS Supplier Pool or Discovery results; using the Service as a way to give third parties access to AI models; using the Service or its outputs to train competing models; publishing benchmarks without authorisation.

(f) Use of outputs: making automated decisions with legal effects on people based solely on the Service's outputs.

9.3 MARS may monitor technical and aggregate usage to protect the Service and, when necessary, access content to investigate abuse, fraud, incidents or violations, provide support, comply with the law or defend its rights.

9.4 Consequences. Depending on severity and recurrence, MARS may, at its discretion and without prejudice to other measures: issue a warning; limit features or e-mail sending; hold messages for review; remove content; suspend Users or the Workspace; terminate the contract without refund; charge the costs caused; and notify authorities and Third-Party Providers. In case of imminent risk, including to the reputation of the sending domain, suspension may occur without prior notice.

10. Security #

10.1 This clause summarises how MARS seeks to protect data. It describes measures adopted and is not a guarantee of result or a promise that the Service is immune to failures or attacks. The measures may be changed at any time, for equal or greater protection.

10.2 Access. Sign-in requires an e-mail link or a Microsoft account and, at every sign-in, an SMS code to the registered mobile number (clause 4.2). Sessions expire after inactivity and after a maximum time. The Supplier Portal is accessed through a private link specific to each Supplier and RFQ.

10.3 Permissions. Users' access to features and data is limited according to their Role. The Admin can pause or remove people at any time.

10.4 Control over actions. Publishing, the Supplier shortlist and the Award require human confirmation (clause 5.2), and Approval tiers may require additional approvals.

10.5 Traceability. MARS keeps an audit trail of RFQs and sign-in, activity and security logs for the period set out in the Data & Privacy Policy, as necessary for audit, support, abuse prevention and the exercise of rights.

10.6 Technical protection. We adopt reasonable technical and administrative measures to protect the Service and the data, including encryption in transit, logical separation between Workspaces, access controls, monitoring, credential management and retention and recovery practices appropriate to the risk. No system is completely secure.

10.7 Shared responsibility. Security also depends on the Customer, which must: immediately remove anyone who has left or changed role; give each person the minimum Role needed; protect each User's e-mail, Microsoft account and mobile phone (strong password, screen lock, two-step verification); keep recovery codes in a safe place; not send passwords, tokens, cards or sensitive data; review actions before confirming; and notify MARS immediately of a lost device or suspected unauthorised access. MARS is not liable for incidents caused by failure to meet these obligations.

10.8 Vulnerabilities. Anyone who finds a security flaw should report it to support@marsprocure.com, with the subject "Security", describing the finding and how to reproduce it, without accessing, altering or disclosing third-party data, without degrading the Service, without sending e-mails to real Suppliers, without load testing, social engineering or physical attacks, and without public disclosure before we fix it. If they act in good faith and within these rules, MARS will not take legal action over that testing, unless the law requires it.

10.9 Incidents. If a security incident affects Customer data, MARS will take the measures and make the notifications required by law and by the DPA. No notification constitutes an admission of fault.

10.10 Certifications. MARS does not claim any security certifications (such as ISO 27001 or SOC 2) until they are announced.

11. Free plan (free accounts) #

11.1 What it is. The Free plan is offered at no cost, with the MARS workflow and the limits shown on the pricing page and in the application, including the plan's monthly Credits, a single User and one negotiation round per RFQ.

11.2 Nature of the service. On the Free plan, the Service is provided "as is" and "as available", with no guarantee of operation, continuity, performance or support beyond clause 13. The Customer should keep its own copy of relevant information and should not rely on the Free plan for critical operations.

11.3 Abuse prevention. One Free Workspace is allowed per company e-mail domain, per mobile number and per device or network, under the technical criteria MARS adopts. To apply this rule, MARS processes domain, mobile, device and network data, as described in the Data & Privacy Policy. MARS may refuse to create, or may close, Free Workspaces used to circumvent limits (for example, several Workspaces of the same company to add up Credits). On the Free plan, MARS may also limit the number of Suppliers per RFQ and apply additional sending safeguards, to protect recipients and the reputation of the sending domain.

11.4 Changes. MARS may change the limits, Credits and features of the Free plan, limit the number of Free Workspaces and prioritise paid Plans, at any time and without compensation, with notice in the application or by e-mail whenever possible. MARS is not obliged to maintain the Free plan or to offer promotional pricing. A Free Workspace with no activity for more than 12 months may be closed, with at least 30 days' notice by e-mail.

11.5 Use of data. On the Free plan, MARS uses technical and usage data (such as errors, performance, screens used and Credit consumption), in aggregated or de-identified form, to operate and improve the Service. MARS does not use the content of RFQs, quotes or messages with Suppliers to train artificial intelligence models, on any Plan.

11.6 Feedback. Any feedback, idea or suggestion may be used freely by MARS, without payment, exclusivity or attribution (clause 15.3).

11.7 Moving to a paid Plan. The Customer may subscribe to a paid Plan at any time, in Billing. From payment onwards, the Workspace is governed by the clauses applicable to paid Plans.

11.8 Liability. On the Free plan, MARS's liability is limited to the maximum extent permitted by law and, as far as the law allows, as set out in clause 18.2.

12. Plans, credits, prices, billing and cancellation #

12.1 Plans. MARS is offered on the Free, Pro, Team, Business and Enterprise Plans. The monthly Credits, number of Users and features of each Plan are those shown on the pricing page and in the application at the time of subscription. The Enterprise plan is contracted through a commercial proposal, whose conditions prevail where they differ from this clause.

12.2 Credits. Use of MARS is measured in Credits: 1 (one) Credit to publish an RFQ; 1 (one) Credit for each Supplier invited to an RFQ; and 4 (four) Credits for each web search for new suppliers (Discovery). Creating and editing drafts does not use Credits, and everything that happens afterwards with an invited Supplier (reminders, questions and answers, quote reading, negotiation rounds and auctions) is included in the invitation's Credit. The Plan's monthly Credits renew on the 1st of each calendar month and do not roll over from one month to the next. Additional Credit packs, when purchased, are valid for 12 months from purchase and are used only after the month's Plan Credits. Invitations that bounce as undelivered and searches that fail have their Credit automatically returned to the balance. Credits have no monetary value, are not refundable in cash (subject to clause 12.12), are not transferable between Workspaces and expire when the Workspace is closed. An RFQ already running is not interrupted for lack of Credits, but new publications and new invitations require a balance.

12.3 Prices, currency and taxes. Prices are those in force on the pricing page and at checkout at the time of subscription, in Brazilian reais (R$) for Customers in Brazil or in US dollars (US$) for Customers abroad. Unless stated otherwise, the prices shown include the taxes levied on the provision of the service by the operator. Bank fees, IOF, exchange-rate variation and charges made by the Customer's card issuer are the Customer's responsibility.

12.4 Billing period. Paid Plans may be billed monthly or yearly. The yearly plan has a 20% discount on the monthly price multiplied by 12 and is charged upfront in a single payment, without instalments. Credits on the yearly plan are still monthly and renew on the 1st of each month.

12.5 Payment and tax invoice. Payment is by card only, through the payment provider Stripe. MARS does not store the card number. The Customer must keep its billing details correct (legal name, CNPJ or equivalent business identification abroad, billing e-mail and full tax address) and authorises recurring charges. Subscriptions are for businesses only. After Stripe confirms the payment, issuance of the NFS-e (Brazilian service tax invoice) by NFE.io begins, subject to tax authorisation. There is no waiting for the end of the guarantee period. Invoices are available in Billing.

12.6 Renewal and price changes. The Plan renews automatically every cycle, monthly or yearly, at the price then in force, until cancelled. MARS may change prices with 15 days' notice, with no retroactive effect and, on the yearly plan, only from the next renewal.

12.7 Moving to a higher Plan (upgrade). Takes effect immediately after payment is confirmed, with a pro-rata charge for the difference for the remainder of the cycle, calculated by Stripe. The new Credit, User and feature limits apply as shown in Billing.

12.8 Moving to a lower Plan (downgrade). Takes effect immediately, and the unused pro-rata amount of the previous Plan is granted as a credit on the next invoice, with no cash refund. A downgrade requires the number of active members to fit the new Plan; the Owner must first remove or pause excess members. Features not included in the new Plan stop being available, but data already created with them is kept.

12.9 Failed payment. If a payment fails, the subscription becomes past due and Stripe retries automatically, during which time the Customer should update the card in Billing. If the retries are exhausted without the payment being settled, the Workspace moves to the Free plan, with the effects of clause 12.11. Amounts owed remain payable, with monetary adjustment, interest of 1% per month and a 2% late fee, and MARS may collect them by all lawful means, including protest and registration with credit bureaus.

12.10 Disputes. Billing disputes must be sent to support@marsprocure.com within 30 days of the charge, failing which the right lapses, as far as the law allows. An unjustified dispute with the card issuer (chargeback) may lead to immediate suspension and to the costs being charged.

12.11 Cancelling the subscription. The Owner may cancel the subscription at any time, in Billing → "Cancel subscription". The Plan and all subscribed features remain available until the end of the period already paid, shown in Billing, and there will be no further automatic renewal. At the end of the period, the Workspace moves to the Free plan: the Owner keeps access; the other members are paused; the Workspace data and still-valid pack Credits are kept. Outside the guarantee in clause 12.12, cancellation does not give rise to a refund or pro-rata credit, nor to cancellation of the NFS-e. The Customer may reactivate the subscription before the end of the period or subscribe to a new Plan afterwards.

12.12 7-day guarantee and refund. MARS grants a commercial guarantee of a full refund if requested within seven calendar days after confirmation of the first effective payment of an original paid-Plan subscription. The Free plan and zero-value invoices do not start this period. The guarantee is granted only once per Customer: renewals, Plan changes, new Users, new registrations or new technical customer or subscription identifiers at the payment provider do not restart the period. The guarantee does not apply to Credit packs already used, in whole or in part. The request must be made by the Owner to support@marsprocure.com and, once logged within the period, remains timely even if processing finishes later. The Customer may instead simply not renew, keeping the paid period, without waiving rights still in force. If the Customer chooses cancellation with a full refund, the paid Plan ends when the subscription is cancelled, the Workspace moves to the Free plan and the refund is requested only for the eligible charge, through the original payment method. There is no promise as to bank processing times outside MARS's control. Cancellation of the corresponding NFS-e will be requested through NFE.io where fiscally applicable; rejections or impediments require regularisation, and the refund neither proves tax cancellation nor by itself removes tax obligations. Outside the guarantee, there is no automatic refund or pro-rata credit for voluntary cancellation. Mandatory statutory rights, undue charges, service failures, material changes and exceptions approved in writing are assessed separately and prevail where applicable.

12.13 Closing the Workspace. The Owner may close the Workspace in Settings → Danger zone. Closing cancels the subscription immediately, with no refund of the current period (subject to the guarantee in clause 12.12, if requested in time); all members are signed out and lose access; draft and open RFQs are cancelled without notifying Suppliers; and remaining Credits expire. The Workspace data is kept for 30 days, during which the Workspace can be reopened at the Owner's request to support, and is then deleted, except for records the law requires us to keep. The Customer must export what it needs before closing.

13. Support and availability #

13.1 Support is provided through Help (?) in the application and by e-mail at support@marsprocure.com, on business days, during Brasília business hours, in Portuguese and English. When opening a ticket, state the Workspace, your name, the registered e-mail, what happened, when, and on which RFQ or screen. Support will never ask for passwords, SMS codes, recovery codes, tokens, API keys or card numbers; never send them.

13.2 First-response targets. On the Business and Enterprise plans, support is prioritised, with a first-response target of 1 (one) business day; on other Plans, the target is 3 (three) business days. Response times are effort targets, not guarantees, and there is no resolution time. Total unavailability of the Service and suspected security incidents are prioritised on all Plans.

13.3 Support helps with Workspace setup, Roles, sign-in, mobile number and recovery codes, Credits, billing, use of the features and data requests. Support only accesses Customer Data when necessary and, as a rule, with the Customer's authorisation in the ticket, and the access is logged. Support does not run quotations on the Customer's behalf and does not provide procurement, legal or implementation consulting, which may be contracted separately, if available.

13.4 MARS will use reasonable efforts to keep the Service available but does not guarantee uninterrupted, error-free operation or any minimum uptime, and there are no credits or compensation for unavailability unless MARS offers them in writing. MARS may perform maintenance at any time, giving notice where possible.

13.5 The following are excluded from any availability target or commitment: failures or degradation of Third-Party Providers (cloud, e-mail, artificial intelligence, SMS, payments, identity or telecommunications); blocking, filtering or delay of e-mail on Suppliers' servers; maintenance; failures caused by the Customer (outdated mobile number, paused User, exhausted Credits, suspended Workspace); acts of God and force majeure; and third-party attacks or abuse that could not reasonably have been prevented.

14. Data and privacy #

14.1 Roles. For Customer Data, including the Supplier contacts the Customer registers, imports or selects from Discovery, the Customer is the controller and MARS is the processor, under the DPA. For registration, sign-in, billing, security, abuse prevention, support, usage metrics, the suppression list and the MARS Supplier Pool, MARS is the controller, under the Data & Privacy Policy.

14.2 Customer responsibilities. The Customer represents and warrants that: (a) it has a legal basis to process the personal data it enters into or makes available to MARS, including Supplier contacts; (b) it has informed its Users about the use of MARS and of AI, as required by law; and (c) it will not send sensitive data, data of children or adolescents, credentials or secrets (clause 9.2(b)).

14.3 Retention, export and deletion. Retention periods are set out in the Data & Privacy Policy and may change. The Customer may export data and reports through the means available in the application while the Workspace is active. Deletion requests follow Part D of the Data & Privacy Policy. MARS is not the Customer's official system of record for purchasing and has no obligation to keep backups for the Customer beyond what the Policy provides.

14.4 Access by MARS. MARS accesses Customer Data when necessary to provide the Service, provide support, maintain security and investigate abuse, fraud or incidents, comply with the law and defend its rights.

15. Intellectual property #

15.1 MARS's. The software, brand, design, text, visual identity, technology, documentation, the MARS Supplier Pool and other elements of MARS, as well as their improvements and derivatives, belong to MARS or its licensors. During the contract, the Customer receives a limited, non-exclusive, non-transferable, non-sublicensable and revocable licence to use the Service in its internal operations. No rights are granted beyond those expressly stated.

15.2 The Customer's. Customer Data remains the Customer's. The Customer grants MARS a worldwide, non-exclusive, royalty-free licence to host, process, transmit, reproduce and display Customer Data for as long and to the extent necessary to provide, protect and support the Service, and to comply with the law. Quotes and documents sent by Suppliers are made available to the Customer for use in its purchasing process, subject to the Suppliers' rights.

15.3 Feedback. MARS may freely use, without payment, exclusivity or attribution, any suggestion, idea, comment or correction from the Customer or Users, which the Customer assigns to MARS to the extent necessary. This does not include personal data or the Customer's confidential information.

15.4 Aggregated and derived data. MARS may create, use and keep statistics, metrics and aggregated, anonymised or de-identified datasets derived from use of the Service to operate, protect, improve and develop its products and services, without identifying the Customer, Suppliers or any data subject, and without disclosing a Customer's prices or conditions to third parties. This data belongs to MARS.

15.5 Trademarks. The Customer may not use the MARS brand, name or logo without written authorisation. MARS may name the Customer as a user of the Service, with its name and logo, in customer lists, unless the Customer objects in writing.

16. Confidentiality #

16.1 Each party will keep confidential the other's confidential information to which it has access, using it only for the purposes of the contract and protecting it with reasonable care. The Customer's RFQs, quotes received, prices, negotiated conditions and contracts are the Customer's confidential information. MARS's non-public documentation, internal workings, technology and non-public prices are MARS's confidential information.

16.2 Information is not confidential if it is public through no fault of the receiving party, already known to it, lawfully received from third parties or independently developed. Disclosure required by law or by order of an authority is permitted, with prior notice where possible.

16.3 The duty of confidentiality applies during the contract and for 5 years afterwards. Personal data remains protected under the LGPD for as long as it is processed.

17. Warranties and disclaimers #

17.1 To the maximum extent permitted by law, the Service is provided "as is" and "as available". MARS gives no warranties, express or implied, including of fitness for a particular purpose, merchantability, non-infringement, accuracy, availability, continuity, e-mail delivery, Supplier responses, prices, savings or other business results. It does not guarantee that the AI will draft, read, compare or answer correctly in every case, nor that the suppliers found are reputable or suitable.

17.2 MARS does not represent that the Service is suitable for purchases subject to a specific legal regime (such as public tenders and public procurement governed by Brazilian Law No. 14,133/2021), for high-risk activities or for processing sensitive data, and the Customer uses it at its own risk in those cases.

17.3 The Customer represents that it will use the Service in accordance with the law and these Terms.

18. Limitation of liability #

18.1 To the maximum extent permitted by law, MARS is not liable for loss of profits, business opportunities, expected savings, revenue, customers, reputation or data, nor for indirect, special, consequential, punitive or exemplary damages, even if advised of their possibility.

18.2 MARS's total, aggregate liability, for any cause and together with that of its affiliates, partners, officers, employees, contractors and suppliers, towards the Customer and Users, is limited to the lesser of (i) the amount actually paid by the Customer to MARS in the 3 months before the event giving rise to the claim and (ii) the value of one year of the subscribed Plan. On the Free plan, the limit is R$ 500.00 (five hundred reais) or, for Customers abroad, US$ 100 (one hundred US dollars).

18.3 These limitations do not apply to damage caused by MARS's wilful misconduct, or where mandatory law does not allow liability to be limited.

18.4 MARS is not liable for: (a) actions confirmed by Users, including publications, invitations, Supplier lists and Awards; (b) automatic answers sent within the autonomy configured by the Customer; (c) the acts, omissions, prices, lead times, quality, standing or default of Suppliers; (d) purchasing decisions made based on the Service's outputs; (e) AI errors the User failed to check; (f) acts, failures, unavailability or changes of Third-Party Providers, including non-delivery of e-mails; (g) use contrary to the Terms; (h) access by Users the Customer did not remove or through e-mails, accounts, mobile phones or codes under the control of the Customer or its Users; (i) content, data and instructions entered by the Customer, including exchange rates and criteria weights; (j) acts of God and force majeure; and (k) fines, penalties or claims arising from the Customer's lack of a legal basis.

18.5 Any claim against MARS must be brought within 12 months of the event giving rise to it, as far as the law allows.

19. Indemnification #

19.1 The Customer will defend and indemnify MARS, its affiliates, partners, officers, employees and contractors against claims by third parties (including Suppliers), authorities and data subjects, and against the resulting losses, damages, penalties, costs and legal fees, relating to: (a) breach of these Terms or of the law by the Customer or its Users; (b) lack of a legal basis for the data entered by the Customer, including Supplier contacts; (c) RFQs, messages and conditions set by the Customer, and the commercial relationship between the Customer and Suppliers; (d) Customer Data and the Customer's instructions; (e) use of the Service contrary to clause 9.

19.2 If a third party claims that the Service, used in accordance with these Terms, infringes an intellectual property right, MARS may, at its discretion, obtain the right of use, modify or replace the Service or terminate the contract with a pro-rata refund of the period paid and not used. This is the Customer's sole remedy in that case, subject to clause 18.

20. Term, suspension and termination #

20.1 The contract is for an indefinite term, in monthly or yearly billing cycles renewed automatically, and, on the Free plan, for as long as the Workspace exists.

20.2 Cancellation and closing by the Customer: clauses 12.11 to 12.13.

20.3 Termination by MARS. MARS may terminate the contract at any time, with notice, in the event of: breach of these Terms; non-payment; unlawful or abusive use; risk to the security of the Service, to third parties or to the reputation of the sending domain; legal or Third-Party Provider requirement; inactivity (clause 11.4); or for convenience, with 30 days' notice, in which case it will refund pro rata the amount paid for the unused period on a paid Plan. Termination for breach gives no right to a refund.

20.4 Suspension. MARS may immediately suspend access or e-mail sending, in whole or in part, in the event of a security risk, signs of abuse or fraud, non-payment, an order from an authority or a Third-Party Provider requirement.

20.5 Effects. Access ends, e-mails to Suppliers stop being sent, Supplier Portal links are deactivated and the data follows the retention periods. The Customer must export what it needs before termination. Clauses that by their nature should survive remain in force, such as those on intellectual property, confidentiality, liability, indemnification, payment and jurisdiction.

20.6 Discontinuation of the Service. If MARS discontinues the Service as a whole, it will give reasonable advance notice and refund pro rata the amount paid for the unused period on a paid Plan, with nothing further owed.

21. Changes to the Terms #

21.1 MARS may change these Terms and the Data & Privacy Policy at any time. Material changes will be notified by e-mail to the Owner or in the application 15 days in advance. Continued use after the effective date constitutes acceptance. Anyone who disagrees may cancel before the effective date.

21.2 Changes required by law, by an authority or by a Third-Party Provider, needed for security, or that do not harm the Customer, as well as those applicable to the Free plan, may take effect immediately, with notice by any means.

21.3 Previous versions are available on request.

22. Notices #

22.1 MARS will communicate through the registered e-mails of the Owner, the Admins and the billing contact, through messages in the application and, for sign-in codes, by SMS, and a communication is deemed received 1 business day after it is sent. The Customer must keep these details up to date and is responsible if it does not.

22.2 Communications to MARS must be sent to support@marsprocure.com.

23. General provisions #

23.1 These Terms and the Data & Privacy Policy (and, on the Enterprise plan, the commercial proposal) are the entire agreement between the parties about the Service and supersede prior understandings. The Customer's purchasing, security or supplier conditions do not apply unless accepted by MARS in writing.

23.2 The Customer may not assign the contract without MARS's prior consent. MARS may assign or transfer it freely, including in a corporate reorganisation, asset sale or similar transaction.

23.3 If a provision is held invalid, the others remain in force, and the invalid one will be interpreted, to the maximum extent possible, so as to preserve its purpose. Tolerance does not imply waiver.

23.4 Neither party is liable for delay or failure caused by acts of God or force majeure, including unavailability of third-party cloud, telecommunications, e-mail, SMS or AI, and orders from authorities. This does not release the Customer from paying what is owed.

23.5 These Terms do not create a partnership, association, agency, commercial representation, franchise or employment relationship between the parties. There are no third-party beneficiaries; Suppliers acquire no rights against MARS under these Terms.

23.6 Where there are versions in other languages, the Brazilian Portuguese version prevails.

23.7 MARS may use subcontractors and suppliers to provide the Service.

24. Governing law and jurisdiction #

24.1 These Terms are governed by the laws of the Federative Republic of Brazil, including for Customers domiciled abroad.

24.2 The courts of the judicial district of Rio de Janeiro/RJ are chosen, to the exclusion of any other, however privileged, except where mandatory law requires a different venue. The Customer accepts Brazilian jurisdiction, even if domiciled abroad.

24.3 Before filing a lawsuit, the parties will seek to settle the dispute amicably for up to 15 days from written notice, without prejudice to urgent measures and the collection of amounts owed.

25. Contact #

Questions about these Terms and support: support@marsprocure.com

Application: https://marsprocure.com/app/ (Help, under the ? icon)