1. Who we are
"CodeSpar," "we," "us," and "our" refer to CODESPAR TECNOLOGIA LTDA, a Brazilian limited liability company registered under CNPJ 68.398.673/0001-85, with its registered office at Av. Brigadeiro Faria Lima, 1811, conj. 1119, Jardim Paulistano, Sao Paulo/SP, postal code 01452-001, Brazil.
Contact us about these Terms at legal@codespar.dev.
2. The service
CodeSpar is a developer platform and API for agentic payments orchestration and governance: mandates, policy enforcement, transaction routing, receipts, and audit trails for payments initiated by software agents (collectively, the "Service").
CodeSpar is a software provider. CodeSpar is not a bank, payment institution, money transmitter, custodian, or investment service provider. CodeSpar does not hold customer funds. Where the Service touches regulated payment rails, the regulated activity is performed by the licensed or authorized provider responsible for that rail, and that provider's own account-opening documents, terms, limits, rules, and regulatory obligations may apply.
Different routes are separate. A BRL/Pix route, a card route, an Open Finance route, and any USDC/x402 or other digital-asset route may have different providers, eligibility criteria, terms, restrictions, consents, and controls.
3. Accounts, authority and API keys
You must provide accurate information when you create an account and keep it up to date. If you act for a company or other organization, you represent that you have authority to bind that organization and to configure agents, mandates, policies, payment routes, account features, and users on its behalf.
You are responsible for keeping your API keys, credentials, users, agents, scripts, and automated systems secure, and for all activity under your account or keys. If you believe a key or account has been compromised, rotate the key immediately and tell us.
Configuring an agent, mandate, connector, or payment route does not transfer responsibility away from you. You remain responsible for the instructions, limits, approvals, data, recipients, and systems that you configure or authorize.
4. BRL/Pix and Celcoin account supplement
This section applies if BRL/Pix account features integrated with Celcoin are enabled for you. Publishing this section does not mean that an account has been opened for you or that the feature is available to everyone. Use depends on feature activation, onboarding approval, required account-opening acceptances, eligibility checks, and continuing compliance with these Terms and the applicable provider documents.
Once enabled for you, your BRL/Pix account will be opened and maintained at Celcoin Instituição de Pagamento S.A., CNPJ 13.935.893/0001-09, code 509, an institution authorized and supervised by the Central Bank of Brazil. Celcoin provides the regulated account and Pix services on this route. CodeSpar provides software, interface, orchestration, and integration services. CodeSpar does not act on behalf of Celcoin and does not hold authorization of its own from the Central Bank of Brazil to provide those regulated account or Pix services.
Your use of the BRL/Pix account route may require acceptance of Celcoin account-opening documents and other applicable provider terms. Those documents form part of the account relationship for the regulated service.
You must have legal capacity to contract or be represented or assisted as required by law. If acting for a company, you confirm your authority to represent it. You must provide accurate, complete, and up-to-date information and documents, including information about representatives and beneficial owners when required. CodeSpar and Celcoin may request further documents, confirmations, and checks to meet legal, regulatory, operational, fraud prevention, AML/CFT, sanctions, and security requirements.
By requesting the BRL/Pix account feature, you authorize CodeSpar and Celcoin, within legal limits, to verify your identity and information, consult public and private databases and domestic and international restriction and sanctions lists, perform periodic due diligence, and analyze transactions to prevent fraud, money laundering, terrorist financing, and financing of proliferation of weapons of mass destruction.
Opening and continued use depend on applicable assessments. Inconsistencies, suspected fraud, sanctions exposure, regulatory risk, missing information, unauthorized third-party use, handling third-party funds without a legal or contractual basis, or breach of these Terms may lead to refusal, additional review, restrictions, suspension, blocking, or termination.
Within their respective responsibilities and applicable rules, CodeSpar may restrict software access and Celcoin may restrict the account or payment services, revise limits, suspend or block transactions, or take other risk-control measures where permitted or required by law, regulation, provider rules, authority order, security needs, fraud prevention, or AML/CFT controls.
Pix transactions may be subject to precautionary blocking, temporary holds, disputes, refunds, reversals, and returns under Pix rules, including the Special Return Mechanism (MED) and requests from participating institutions. MED does not guarantee recovery of funds. You must cooperate with investigations and provide requested information. Procedures may change with regulation or scheme rules.
You must not use Celcoin accounts or services to carry out or facilitate cryptocurrency transactions, betting operators' activities, unlawful international remittances, sanctioned activity, fraud, unauthorized third-party money movement, or any unlawful activity. The USDC/x402 route presented by CodeSpar is separate from the BRL/Pix/Celcoin route and does not authorize cryptocurrency transactions through Celcoin accounts.
For this route, CodeSpar is your initial contact for questions, requests, and complaints at hello@codespar.dev. For account or Celcoin service issues not resolved through initial support, see https://www.celcoin.com.br/contato-celcoin/. After prior support, see the Ombudsman at https://www.celcoin.com.br/ouvidoria/. Personal data questions: privacy@codespar.dev.
You may request account closure at hello@codespar.dev. Completion will follow applicable rules, pending transactions, outstanding obligations, investigation needs, provider requirements, and legal or regulatory retention duties. Closure does not remove obligations incurred before closure or statutory record-retention duties.
Open Finance features, where available, may only be used after the specific consents and authorizations required by regulation. Acceptance of these Terms alone does not grant Open Finance consent. Data access and payment initiation will be limited to the authorized scope, purpose, and duration.
5. Acceptable use
You will not use the Service to:
- engage in or facilitate illegal activity of any kind;
- transact with, or on behalf of, sanctioned persons, sanctioned entities, or sanctioned jurisdictions;
- violate export control, sanctions, AML/CFT, anti-corruption, consumer protection, financial services, tax, data protection, or payment system laws that apply to you or your use of the Service;
- use any payment route for a purpose that is prohibited by the provider responsible for that route;
- use Celcoin accounts or services for cryptocurrency transactions, betting operators' activities, unlawful international remittances, unauthorized third-party money movement, or unlawful activities;
- misrepresent a payment purpose, recipient, sender, beneficial owner, agent authority, approval, transaction context, or compliance status;
- send abusive load against our infrastructure, including denial-of-service activity or traffic designed to degrade the Service for others; or
- circumvent usage limits, rate limits, mandate controls, spend caps, per-transaction caps, review requirements, provider rules, or security controls.
6. Plans, fees and taxes
Current pricing is published at codespar.dev/pricing or in the applicable order form or plan. Fees are exclusive of applicable taxes, including sales tax, VAT, GST, ISS, and other taxes that may apply, which may be added where required by law. Usage-based fees are computed from metered API usage and other billable events recorded in our systems.
If a regulated provider charges fees for account, Pix, card, banking, payment, foreign exchange, Open Finance, or other regulated services, those fees must be disclosed through the applicable provider documents, feature flow, dashboard, pricing page, or other permitted channel. CodeSpar does not promise any balance protection, yield, return, fee exemption, or reimbursement unless expressly stated in a written agreement that applies to you.
7. Beta, sandbox and preview features
Test mode and sandbox features are simulated unless expressly stated otherwise. Transactions in test mode have no effect on real bank accounts, cards, wallets, or payment accounts.
Features marked beta, preview, experimental, sandbox, or test are provided as-is, may change or be discontinued at any time, and carry no service-level commitment. A sandbox feature does not create a promise of production availability.
8. Intellectual property
We own the Service, including its software, documentation, APIs, designs, workflows, and branding. You own your data and your configurations, including mandates, policies, connector settings, agent settings, and customer-provided content that you create in or submit to the Service.
Where the Service includes open source components, those components remain governed by their own open source licenses, and nothing in these Terms restricts rights you have under those licenses.
9. Confidentiality
Each party will protect the other party's confidential information with the same degree of care it uses for its own confidential information of similar importance, and no less than reasonable care. Confidential information may only be used to perform under the agreement and may not be disclosed to third parties except as needed to provide the Service, to subprocessors or regulated providers involved in the applicable route, as required by law, or with the disclosing party's consent.
10. Data protection
Our collection and processing of personal data is described in our Privacy Policy. If you are a customer processing personal data through the Service on behalf of your own users, our Data Processing Addendum applies to that processing.
Some providers involved in regulated services, including Celcoin for BRL/Pix account services, may process personal data under their own legal and regulatory responsibilities. They may not always act only as CodeSpar subprocessors.
11. Warranties and limitation of liability
The Service is provided "as is" and "as available." To the maximum extent permitted by law, we disclaim all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement, uninterrupted availability, and error-free operation.
To the maximum extent permitted by law, our total liability arising out of or related to these Terms is capped at the fees you paid us in the twelve months before the claim arose, and neither party is liable for indirect, incidental, special, consequential, punitive, exemplary, or similar damages, or for lost profits, lost revenue, lost business opportunity, lost goodwill, or lost data. Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited.
12. Indemnity
You will indemnify and hold us harmless from third-party claims, damages, penalties, losses, and expenses, including reasonable legal fees, arising from your breach of these Terms, your unlawful use of the Service, your violation of provider rules, your data or configurations, or the actions of agents, users, scripts, or automated systems operated or authorized under your account, including payments those agents initiate.
13. Term and termination
These Terms continue until terminated. Either party may terminate for convenience with notice as described in your plan, order form, or account settings. We may suspend or terminate your access immediately if we reasonably believe that you are abusing the Service, exposing CodeSpar or a provider to legal, regulatory, security, sanctions, fraud, AML/CFT, operational, or reputational risk, breaching these Terms, or failing to pay amounts due.
On termination, your right to use the Service ends, though provisions that by their nature should survive continue to apply, including confidentiality, data protection, payment obligations, liability limitations, indemnity, dispute resolution, and record-retention obligations.
14. Governing law and disputes
These Terms are governed by the laws of Brazil, without regard to conflict-of-law rules. The courts of São Paulo, State of São Paulo, Brazil, will have jurisdiction over disputes arising out of or relating to these Terms, except where mandatory law gives you the right to bring a claim in another forum or requires another dispute-resolution mechanism.
Where you are a consumer located in Brazil, nothing in this section limits mandatory rights available to you under Brazilian consumer protection law.
15. Changes to these terms
We may update these Terms from time to time. We will give notice of material changes before they take effect where required or where the change materially affects your use of the Service. Changes required for legal, regulatory, provider, operational, security, fraud prevention, or AML/CFT reasons may take effect sooner where necessary. Continued use of the Service after a change takes effect means you accept the updated Terms.
16. Entire agreement
These Terms, together with the Privacy Policy, the Data Processing Addendum where it applies, any applicable provider documents, and any order form or plan you have agreed to, are the entire agreement between you and CodeSpar regarding the Service and supersede prior agreements on the same subject.