Terms of Service

These Terms govern your use of Quathos Invoice ("the Service"), operated by Quathos LLC, a limited liability company organized under the laws of the State of Texas, United States, with offices at 3008 Ross Ave, Suite 100, Office 210, Dallas, TX 75204, United States ("we"). By creating an organisation or using the Service, you accept them. If you are accepting on behalf of a company, you confirm you have authority to bind it, and "you" means that company.

1. What the Service does

The Service prepares, signs and transmits electronic service invoices (NFS-e) to the Brazilian national system or to the municipal system that applies to the issuer’s registered address, using the A1 digital certificate you upload. It stores the signed XML and the DANFSe, keeps an audit trail, and executes the cancellations and recurrences you configure. Each customer works inside an isolated organisation.

• Email is delivered exclusively through Quathos Mailer, a sibling Quathos product. There is no other delivery route, in any environment.
• When sign-in through Quathos Account is enabled for your organisation, sign-in happens there; issuers, invoices and day-to-day work stay here.
• The sandbox is a simulated national server with the same rules and rejection codes. Nothing issued there has fiscal value.

2. Your account

• Give accurate registration details and keep them current. An email address we cannot reach is an account we cannot warn about a rejected invoice or an expiring certificate.
• You are responsible for what happens under your credentials. Tell us at security@quathos.com the moment you suspect they have leaked.
• You control who joins your organisation and with what role. Removing someone is your action, and it takes effect immediately.
• The Service is for organisations and their staff. You must be at least 16 and legally able to enter into a contract.

3. Your data stays yours

Everything you put into your organisation (issuers, clients, services, invoices, spreadsheets, the signed XML and the DANFSe) remains yours. You grant us only the limited licence needed to host, process, sign with your certificate, transmit, back up, render and display it so the Service can work, and to do what you instruct through the product. We do not sell it, we do not mine it for our own purposes, and we do not use it to train models. Our role is described in the Privacy Policy and, in more detail, in the Data Processing Addendum, which forms part of these Terms whenever we process personal data on your behalf.

4. What you are responsible for

• The fiscal data. The content of every invoice you confirm (issuer, client, service description, amounts, service codes, rates, withholdings, competence) is yours. The Service validates format and the rules it knows; it does not check whether the transaction happened or whether the tax treatment is right.
• The certificate. You hold the legal right to use the A1 certificate you upload and to issue invoices for the registered issuer. Keeping it valid, renewing it before it expires, uploading the new one, and revoking it with the certification authority if it is compromised are your acts.
• The registrations. The municipal registration, the tax regime and the service codes of each issuer must match what the tax authority has on file. A mismatch is rejected by the government, not by us.
• Having a lawful basis for the personal data of the clients you invoice. You are the controller of that data; we only process it on your instructions.
• Switching an issuer to production only after testing in restricted production, as the product asks you to.
• Following the Acceptable Use Policy, which is part of these Terms.

5. Authorized invoices and the government

• An authorized invoice is immutable. Neither you nor we can edit it after the government authorizes it. A change is made by cancelling it, through a cancellation event signed with your certificate and accepted by the government, and issuing a new one. The original stays in the record with the event attached.
• Cancellation is subject to the deadlines and conditions of the government system that authorized the invoice. When the government refuses a cancellation, the invoice remains authorized, and we tell you the reason it gave.
• A rejection by the government is the government’s answer to the content you confirmed, not a failure of the Service. We record it with its code and message, and the invoice can be corrected and sent again. A rejected invoice was never issued.
• The national and municipal systems are operated by public bodies we do not control. When they are unavailable, the Service keeps the invoice in a transient state and tries again; it never marks an invoice as authorized without the government’s answer, and it never resends while that answer is unknown.
• Changes to layouts, codes and rules are followed as they are published. We tell you when a change requires action on your side.

6. What we are responsible for

• Transmitting exactly what you confirmed, signed with your certificate, and recording the government’s answer.
• Never issuing the same invoice twice: numbers are reserved under a lock, invoice creation accepts an idempotency key, and a retry asks the government first.
• Keeping the signed XML and the DANFSe for six years, the period of the Brazilian tax statute of limitations counted with margin, and letting you download them at any time.
• Keeping your certificate encrypted, using it only to sign what you confirmed and to open the session with the government, and never storing its password.

7. Fees

• Fees are set per organisation by written quote, by monthly volume, in Brazilian reais, and invoiced by us. They exclude taxes, which are added where the law requires.
• Fees unpaid for more than thirty days suspend new issuing. Invoices already issued remain available for download and cancellation requests remain possible.
• We may change fees for a future period with at least 30 days’ notice. You can end the agreement before the change takes effect; continuing after that is acceptance.

8. Availability, support and changes to the Service

We work to keep the Service available and we announce planned maintenance in advance whenever we can. Unless a separate written service level agreement says otherwise, the Service is provided without an uptime commitment, and the availability of the government systems is outside it in any case. Notices and reminders are sent on a best-effort basis: they help you meet a tax deadline, they do not replace your own control of it. We may improve, change or retire features; when a change removes something you rely on, we give reasonable notice and, where the change is material and adverse, you may end the agreement and receive a pro-rata refund of the unused part of any prepaid period.

9. Intellectual property and feedback

The software, the brand and everything we built around them are ours and stay ours; these Terms grant you a limited, non-exclusive, non-transferable right to use the Service while your account is active, and nothing more. The spreadsheet templates we provide are starting points offered without warranty. If you send us an idea or a suggestion, we may use it without owing you anything, and we would rather say that plainly than bury it in a definition.

10. Confidentiality

Each side keeps the other’s non-public information confidential, uses it only for this relationship, and protects it with at least the care it uses for its own. Your invoices, your client list and your revenue are your confidential information, and we treat them as such. This does not cover what is already public, what was already known without an obligation, what we must send to the government for an invoice to exist, or what has to be disclosed by law. In that last case, the disclosing side gives notice first if it is legally permitted to.

11. Warranties and disclaimer

We warrant that we will provide the Service with reasonable skill and care. Beyond that, and to the fullest extent the law allows, the Service is provided "as is": we do not warrant that it will be uninterrupted, error-free or fit for a particular purpose of yours, and we do not warrant that the validation it performs catches every error the government will reject. That is why nothing is transmitted without your confirmation. Nothing here excludes liability that cannot lawfully be excluded, and consumer rights that apply to you by law, including under the Brazilian Consumer Protection Code, are not affected by this section.

12. Limitation of liability

Neither side is liable for indirect, incidental, special or consequential damages, nor for lost profits or lost business. We are not liable for taxes, fines or penalties arising from the content of invoices you confirmed, from registrations or codes you provided, or from the unavailability of the government systems. Our total liability arising out of these Terms is capped at the amount you paid us for the Service in the twelve months before the event that gave rise to the claim. These limits do not apply to fraud, wilful misconduct, death or personal injury, breach of confidentiality, or amounts you owe us, and they do not apply where the law forbids them.

13. Indemnity

You will defend and hold us harmless against third-party claims, including claims by tax authorities, arising from the invoices you confirm, the data you load, the certificate you upload, or your breach of these Terms or of the Acceptable Use Policy. We will do the same for you against third-party claims that the Service itself infringes their intellectual property.

14. Suspension

We may suspend new issuing for non-payment, for a serious breach of the Acceptable Use Policy, or for a live security risk, such as a certificate that appears to be used without authorisation. Except when an immediate risk makes it impossible, we tell you first and give you a chance to fix it. Suspension never removes your ability to download the invoices already issued.

15. Ending the agreement

1. 1 Either side may end the agreement with thirty days’ notice. We may also terminate for material breach that stays uncured for 30 days after notice. If we discontinue the Service entirely, we give at least 90 days’ notice and refund the unused part of any prepaid period.
2. 2 Until the end of the notice period, every invoice’s signed XML and DANFSe stay downloadable. Your certificates, including the ones you replaced, are deleted when the agreement ends.
3. 3 After that, we delete the organisation and its content, subject to the retention table in the Privacy Policy. Fiscal documents under a legal retention period are kept for that period, without being used for anything else, and then deleted.
4. 4 Sections on your data, confidentiality, disclaimers, liability, indemnity and governing law survive termination.

16. Changes to these Terms

We announce material changes by email and on this page at least 30 days before they take effect, and the version and date at the top always say which text is in force. If you do not accept a change, end the agreement before it starts. Using the Service after that date is acceptance.

17. Governing law and disputes

These Terms are governed by the laws of the State of Texas, United States, and disputes go to the state and federal courts located in Dallas County, Texas. Brazilian tax law governs the invoices themselves, and nothing here changes that. If you are a consumer, this does not deprive you of the protection of the mandatory law of your place of residence, nor of the right to sue in your own domicile where the law gives it to you. Before filing anything, write to legal@quathos.com: most disagreements end in an email thread.

18. General

• These Terms, the Privacy Policy, the Cookie Policy, the Acceptable Use Policy, the Data Processing Addendum and any written quote are the whole agreement between us about the Service. Where a quote and these Terms conflict, the quote prevails on price and volume only.
• If a clause is held invalid, the rest stands and the invalid part is read down to what the law allows.
• Not enforcing a right on one occasion does not waive it.
• You may not assign this agreement without our consent; we may assign it to a successor of the business, and we tell you when we do.
• Neither side is liable for failures caused by events genuinely beyond its control, including outages of the government systems.
• Notices to you go to the email on your account; notices to us go to legal@quathos.com.