Terms of Service

1. Who we are

Kafka is a management system for publishers, bookstores and distributors, offered over the internet by KAFKA TECNOLOGIA E DESENVOLVIMENTO DE SOFTWARE LTDA ("Kafka Tech"), CNPJ 69.314.695/0001-82, with its registered office at Rua Pais Leme, 215, conjunto 1713, Pinheiros, São Paulo, SP, CEP 05424-150.

These Terms govern the use of Kafka by the Customer and by the Users. Anyone who accepts these Terms on behalf of a company represents that they have the authority to bind it.

Kafka is a service for businesses. The Customer contracts it for its professional activity. Users are 18 years of age or older.

The relationship between Kafka Tech and the Customer is a relationship between businesses. The parties acknowledge that the Brazilian Civil Code (Código Civil) governs this relationship and that the Brazilian Consumer Protection Code (Código de Defesa do Consumidor) does not apply to it.

2. Definitions

In these Terms, these words have the meaning below:

• Kafka Tech: the company identified in section 1, which offers Kafka.
• Kafka: the management system that Kafka Tech offers over the internet, including the app and the API.
• Customer: the company that creates a Workspace and contracts Kafka.
• User: each person who accesses the Customer's Workspace, such as the person who created it and the people the Customer invites.
• Workspace: the Customer's space in Kafka, with its data, Users and settings.
• Plan: the features, allowances and price that the Customer chooses on the Subscription page.
• Subscription: the Customer's purchase of a Plan, monthly or annual, which renews each period.
• Rede Kafka (the Kafka Network): the network in which participating Workspaces share catalog data.
• Integration: the connection that the Customer enables between Kafka and a third-party service, such as Shopify, WooCommerce, Bling or Correios.
• Customer Data: the data that the Customer and the Users enter into Kafka or that the Integrations bring into the Workspace.
• Agreement: these Terms, the Privacy Policy and the Refund Policy, together.

3. Account and access

• Access uses a one-time code that we send to the User's e-mail address. There is no password.
• Each e-mail address belongs to a single Workspace.
• The User protects access to their own e-mail. The Customer is responsible for what happens in a session opened with the code sent to that e-mail address.
• An API token created in Settings gives access to the Workspace without a code. The Customer keeps its tokens secret, revokes the ones it no longer uses and is responsible for what is done with them.
• The Customer sets the role of each User and is responsible for the acts of the Users it invites.
• If the Customer suspects unauthorized access, it notifies us at contato@kafka.com.br.

4. The service

Kafka brings together catalog, orders, inventory, consignment, finance, purchasing, royalties, fiscal document issuance and Integrations with other systems. The features of each Plan are shown on the Subscription page.

• We improve Kafka frequently. If we remove an essential feature from a paid Plan, we give 30 days' notice.
• Integrations and other functions depend on third parties, such as SEFAZ, Stripe, Correios, Shopify, WooCommerce, Bling and Metabooks. We are not liable for failures, changes or unavailability of those services.
• We work to keep Kafka available at all times, but we do not guarantee uninterrupted operation. We announce scheduled maintenance whenever possible.

5. Trial, plans and payment

• A new Workspace can start with a free trial, with no card required. The length of the trial is shown on the Subscription page. At the end of the trial, the Customer subscribes to a paid Plan to continue using Kafka.
• Plans are billed monthly or annually. The prices and allowances of each Plan, such as the fiscal documents per month, the storage and the included members, are shown on the Subscription page before purchase. Prices already include taxes.
• A Workspace above its Plan's allowance keeps all of its data.
• Kafka never refuses a file for going past the included storage. Storage above the allowance is billed per GB per month.
• Payment is made by credit card and processed by Stripe. Kafka Tech neither receives nor stores the full card number.
• The Subscription renews automatically at the end of each period, charged to the same card, until the Customer cancels.
• We give 30 days' notice of any price change. The new price applies from the first renewal after the notice.
• If we stop selling a Plan, a Customer who has it keeps the conditions of that Plan. They change only at the first renewal after a notice given 30 days in advance.
• If a charge fails, Stripe tries again. If the amount remains unpaid for more than 15 days, we may suspend access to the Workspace until payment. The data is kept during the suspension.
• On an amount paid late, we may charge a 2% fine, interest of 1% per month calculated per day of delay, and monetary adjustment by the IPCA (Brazil's consumer price index). These charges go on the next invoice.
• We issue a service invoice (nota fiscal de serviço) for each payment.
• Refunds follow the Refund Policy.

6. Cancellation and termination

• The Customer can cancel the Subscription at any time, under Settings, Subscription. Cancellation carries no penalty and takes effect at the end of the period already paid. Until then, the Workspace remains available.
• After the Subscription ends, the Customer has 90 days to request a copy of its data at contato@kafka.com.br. After that period, we delete the Workspace's data, except the data the law requires us to keep.
• We may suspend or terminate a Workspace that violates these Terms. When the violation can be remedied, we give notice first and allow time for the remedy.

7. Acceptable use

When using Kafka, the Customer and Users may not:

• violate the law or the rights of third parties, including copyright;
• issue tax documents with false data or without a real underlying transaction;
• attempt to access data of another Workspace or areas of Kafka for which they do not have permission;
• upload malicious code, deliberately overload the service or circumvent its technical limits;
• copy, decompile or reverse engineer Kafka, except where the law permits;
• resell or assign access to Kafka without our written authorization;
• use Kafka to send unsolicited messages.

8. Customer data

• Customer Data, such as catalog, orders, people, invoices and files, belongs to the Customer.
• The Customer authorizes us to store, process, copy and display this data to the extent necessary to provide the service. We do not use this data for any other purpose.
• When the Customer sends catalog data to the Rede Kafka, that data becomes visible to the other participants of the Rede Kafka. Customer, order and financial data never go to the Rede Kafka.
• When the Customer enables an Integration or an artificial intelligence feature, Kafka sends to the chosen service the data that the function requires. Processing in that service follows that service's own rules.
• We make periodic backups. Even so, we recommend that the Customer keep the tax documents that the law requires it to retain.

9. Copyright

The Customer warrants that it holds the rights to the content it uploads to Kafka, such as covers, photos, synopses and biographies.

Anyone who believes that content published by Kafka infringes their copyright may notify us at contato@kafka.com.br. The notice must include:

• the name and contact details of the person giving notice and, where applicable, proof that they represent the rights holder;
• the protected work and the exact address of the content that infringes it;
• a statement, under penalty of law, that the information is true.

We review each complete notice within 5 business days. If it is well founded, we remove or block the content and notify the Customer, who may submit a counter-notice stating its reasons. We terminate the Workspace of repeat infringers.

10. Personal data protection

This section is the data processing agreement between the Customer and Kafka Tech, under Law No. 13,709/2018, the Brazilian General Data Protection Law (LGPD).

• For the personal data the Customer enters into Kafka, such as that of customers, authors, suppliers and Users, the Customer is the controller and Kafka Tech is the processor.
• The Customer warrants that it has a legal basis to process this data and to send it to Kafka.
• We process this data only to provide the service, in accordance with these Terms and the settings the Customer chooses in Kafka.
• Those who process this data at Kafka Tech are bound by a duty of confidentiality.
• We protect the data with encryption in transit, isolation between Workspaces, role-based access control, audit logs and backups.
• We use sub-processors for hosting, file storage, e-mail delivery, payments and fiscal document issuance. The current list is in the Privacy Policy. Sub-processors have data protection duties equivalent to these.
• Some sub-processors are located outside Brazil. These transfers follow Article 33 of the LGPD.
• We help the Customer respond to requests from data subjects and from the Brazilian National Data Protection Authority (ANPD). A data subject request that reaches us about Customer data is forwarded to the Customer.
• If we confirm a security incident that affects Customer data, we notify the Customer within 48 hours, with the information it needs to meet its obligations.
• At the end of the Agreement, the Customer has 90 days to request a copy of the data. After that period, we delete the data, except the data the law requires us to keep, as set out in section 6.

For the data of the Users themselves, such as name, e-mail address and access logs, Kafka Tech is the controller. The Privacy Policy describes this processing. The Cookie Policy describes the cookies that the website and the app use, including the analytics cookies, which depend on each person's consent.

11. Intellectual property

The software, the Kafka brand and the content of the service belong to Kafka Tech. These Terms grant the Customer a non-exclusive right to use Kafka during the Subscription, without the right to assign that use to third parties. We may freely use any suggestions the Customer sends us.

12. Liability

• The Customer checks the tax data it uses in Kafka, such as NCM, CFOP, tax rates and nature of operation, with the support of its accountant. Kafka calculates documents based on the Customer's settings.
• We are not liable for lost profits, loss of revenue, loss of opportunity or other indirect damages.
• Our total liability to the Customer is limited to the amount the Customer paid us in the 12 months before the event that gave rise to it.
• These limits do not apply in cases of willful misconduct or gross negligence, nor where the law prohibits them.
• Neither party is liable for failures caused by acts of God or force majeure.

13. Acceptance and notices

We keep a record of each acceptance of these Terms and of the policies of the Agreement: the version accepted, the date and time, the User who accepted, the IP address and the browser. We keep this record while the Agreement lasts and until the end of the limitation period.

We notify the Customer by e-mail, at the address of the Users with the Owner role in the Workspace, or in Kafka. A notice can use both channels. The Customer notifies Kafka Tech at contato@kafka.com.br.

14. Changes to these Terms

We may update these Terms. We publish these Terms and every earlier version at kafka.com.br/en/terms. Each version shows the day it was published, the day it takes effect and what changed.

• We give notice of material changes by e-mail and in Kafka, 30 days before they take effect for current Customers.
• For anyone who subscribes after publication, the new version applies from acceptance.
• A change that only corrects the wording, without changing rights or duties, or that the law requires, can apply from publication.
• If the Customer does not agree with a change, it may cancel the Subscription before the change takes effect.
• Continuing to use Kafka after that date means accepting the new version.

15. General provisions

• The Agreement is the entire understanding between Kafka Tech and the Customer about Kafka. It replaces earlier agreements on the same subject.
• The Agreement is governed by Brazilian law. The courts of the Judicial District of São Paulo, State of São Paulo, are chosen to resolve any dispute.
• The Portuguese version prevails over translations.
• If a clause is held invalid, the remaining clauses stay in effect.
• Failure to enforce a right does not mean a waiver of it.
• We may assign the Agreement in the event of a corporate reorganization, provided the current conditions for the Customer are maintained.
• Contact: contato@kafka.com.br.