Your access to and use of the websites and services operated by Eutopio do Brasil trading LTDA and its affiliates (Eutopio) is subject to the following terms and conditions, which may be updated from time to time without notice. By continuing to use the Services, you agree to be bound by these Terms. If you are accepting on behalf of a company or legal entity, you represent that you have authority to bind that entity.
Please read these terms carefully. They are subject to change.
1. Definitions
Client or you means the individual or entity that has agreed to these Terms and is authorized to access the Services.
Axiom means the Eutopio permissioned blockchain and API-based traceability platform used to record and verify physical shipments across the Brazil–China corridor.
Shipment Data means container ID, farm origin, agronomic inputs, processing timelines, laboratory certifications, and any other data Eutopio records on behalf of the Client in the ordinary course of providing the Services.
Order Form means a written or electronic agreement specifying the Services, fees, and other terms applicable to a particular engagement.
Services means the Eutopio platform, products, and services, including trade execution, structured trade financing, agronomic and supply-chain traceability through Axiom, agricultural production support, and related professional services, provided by Eutopio do Brasil trading LTDA and its affiliates.
2. Description of Services
Eutopio provides Clients with access to a structured suite of trade and infrastructure services, including Brazil-origin commodity supply (starting with peanut oil), structured trade finance against off-take agreements, agronomic and supply-chain traceability through Axiom, integration with Chinese and Brazilian banking and settlement infrastructure, and related professional services.
Eutopio deploys a multidisciplinary team for each engagement, including trade operators, finance professionals, and agronomic specialists. The specific composition and scope are defined in the applicable Order Form.
Eutopio assumes no responsibility for the timeliness, deletion, mis-delivery, or failure to store any user communications or data. In order to use the Services, you must provide certain information and agree to be bound by these Terms. Eutopio may update or modify the Services from time to time; for material changes affecting existing engagements, Eutopio will provide at least 30 days notice.
3. Client Responsibilities
You agree to:
- Provide Eutopio with reasonable access to the information, counterparties, and documentation necessary to perform the Services.
- Designate an authorized point of contact empowered to make decisions regarding the engagement.
- Ensure that any third-party systems, data, or integrations you connect to Axiom comply with applicable licenses and agreements.
- Maintain the security of your account credentials and promptly notify Eutopio of any unauthorized access or suspected breach.
- Use the Services only for lawful purposes and in compliance with all applicable laws and regulations, including Brazilian export controls, Chinese import requirements, and applicable anti-corruption and anti-money-laundering rules.
- Not attempt to reverse engineer, disassemble, decompile, or derive the source code of any Eutopio software or platform component.
You may not use the Services to conduct or promote illegal activities, infringe the rights of third parties, transmit malicious code, or interfere with the operation of Eutopio systems or third-party systems.
4. Data Ownership and Axiom
You retain full ownership of all Shipment Data and all data you contribute to or generate through the Services. Eutopio does not claim any ownership interest in your operational data or any intelligence derived exclusively from your facilities or transactions.
Data recorded on Axiom from your operations is your permanent proprietary asset. Upon termination or expiration of the engagement, Eutopio will provide a complete data export in a standard machine-readable format within 30 days of request, at no additional charge.
Zero Source Modification. Eutopio's Axiom platform reads your enterprise systems and records shipment events but does not write to or modify your source operational data. Your underlying records remain exactly as they were prior to the engagement.
License Grant to Eutopio. You grant Eutopio a limited, non-exclusive license to access and process your Shipment Data solely for the purpose of providing the Services as described in the applicable Order Form. This license does not include rights to use your data for any other purpose.
5. Intellectual Property
You should assume that everything you see or read through the Services is the intellectual property of Eutopio and protected by applicable intellectual property law unless otherwise noted. Eutopio neither warrants nor represents that your use of materials displayed on the Services will not infringe the rights of third parties.
Eutopio retains all rights, title, and interest in the Axiom platform, its proprietary algorithms, software, methodologies, and all other Eutopio technology. Nothing in these Terms transfers any ownership of Eutopio intellectual property to you.
Deliverables specifically created for you as described in an Order Form, including shipment reports, traceability records, and trade documentation, are owned by you upon full payment, unless otherwise specified in writing.
6. Privacy Policy
Registration data and certain other information about you is subject to our Privacy Policy. For more information, see the full Privacy Policy. You understand that through your use of the Services you consent to the collection and use of this information as set forth in the Privacy Policy.
7. Fees and Payment
Fees are set forth in the applicable Order Form. Unless otherwise specified:
- Invoices are due within 30 days of receipt.
- Late payments bear interest at 1.5% per month, or the maximum rate permitted by applicable law, whichever is less.
- All fees are exclusive of applicable taxes, duties, and levies, which are the Client's sole responsibility.
- Fees for professional services, including on-site engagement and trade execution, are non-refundable once work has commenced.
8. Confidentiality
Each party agrees to hold in strict confidence all Confidential Information of the other party and to use it only in connection with the Services. Confidential Information includes all non-public technical, business, and operational information disclosed under these Terms.
Obligations of confidentiality do not apply to information that is: (a) publicly known through no fault of the receiving party; (b) independently developed without use of the disclosing party's information; or (c) required to be disclosed by applicable law or court order, provided the receiving party gives prompt written notice where legally permitted.
9. Warranties and Disclaimers
Eutopio warrants that: (a) it has the authority to enter into these Terms; (b) the Services will be performed in a professional and workmanlike manner consistent with industry standards; and (c) Axiom will perform materially as described in applicable documentation during any subscription term.
EXCEPT AS EXPRESSLY SET FORTH ABOVE, THE SERVICES ARE PROVIDED AS IS. EUTOPIO MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. IN NO EVENT SHALL EUTOPIO BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES WHATSOEVER, EVEN IF PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Some jurisdictions do not allow the exclusion of implied warranties, so some of the above exclusions may not apply to you. Eutopio accepts no responsibility and shall not be liable for any damages to, or viruses that may infect, your computer equipment or other property in connection with your access to, use of, or browsing of the Services or your downloading of any materials, data, text, images, video, or audio from the Services.
10. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EUTOPIO'S AGGREGATE LIABILITY ARISING FROM OR RELATED TO THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO EUTOPIO IN THE 12 MONTHS IMMEDIATELY PRECEDING THE CLAIM.
NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF DATA, LOSS OF BUSINESS, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11. International Use
Software and other materials from the Services may be subject to export controls of Brazil, the People's Republic of China, the United States, and other countries where Eutopio operates. You agree to comply with all applicable export laws and regulations. The Services may not be downloaded or exported to any country, company, or individual that is subject to such export restrictions. Eutopio is not responsible for downloading or exportation of any software or technical data from the Services to any jurisdiction prohibited by applicable export laws.
12. Termination
Eutopio reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice, with or without reason. Either party may terminate for material breach upon 30 days written notice if the breach is not cured within that period.
You agree that Eutopio shall not be liable to you or any third party for any modification, suspension, or discontinuance of the Services. Upon termination: (a) your access to Axiom is revoked; (b) Eutopio will provide a full data export within 30 days of request; (c) each party will return or destroy the other's Confidential Information. Sections 4, 5, 8, 9, 10, and 13 survive termination.
13. Governing Law and Disputes
These Terms and any action related thereto will be governed by the laws of the Federative Republic of Brazil, without regard to its conflict of law provisions. You agree to submit to the exclusive jurisdiction of the courts of the City of São Paulo, State of São Paulo, Brazil, for resolution of any dispute arising from these Terms, except that either party may seek injunctive or equitable relief in a court of competent jurisdiction without waiving the right to arbitrate.
Where the parties have agreed to arbitration, the seat of arbitration shall be São Paulo, Brazil, and the proceedings shall be conducted in Portuguese, unless the parties agree otherwise in writing.
14. General Information
These Terms constitute the entire agreement between you and Eutopio regarding use of the Services, superseding any prior agreements. The failure of Eutopio to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such provision. If any provision is found to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the remaining provisions shall continue in full force and effect.
Eutopio may update these Terms at any time. Your continued use of the Services after any such change constitutes your acceptance of the new Terms. You are responsible for regularly reviewing these Terms.