Terms and conditions for the supply of services

Notice: this text is a draft. The old website had no terms and conditions — the page repeated the privacy policy. The periods, percentages, warranties and limits written here are default values, chosen because they are the usual ones for a Portuguese design, web development and marketing agency: each is listed at the end of the file for the owner to confirm or replace, and the whole must be validated by someone legally qualified before it goes live.

These terms and conditions govern the supply of design, web development and marketing services by [TO BE CONFIRMED: legal name] SUCCESSPIGMENT LDA, registered under number 510 771 840, with its registered office and place of business at Rua Cónego Maio 152C, 3810-089 Aveiro, Portugal [TO BE CONFIRMED: it is assumed that the registered office is the same address], hereinafter referred to as "contágio", to its clients.

They apply to all proposals, quotes and contracts entered into, except where the contract signed between the parties expressly provides otherwise. In that case, the contract prevails.

Last updated: [TO BE CONFIRMED: the date this version takes effect]

contágio supplies brand creation and graphic design services, development of websites, online shops and web applications, integrations between systems, and marketing and communication services, on the terms described in each proposal.

The precise scope of each piece of work — deliverables, phases, timescales and price — is whatever the proposal accepted by the client sets out. Anything not described in the proposal is not included.

Proposals are drawn up from the information the client provides. If that information turns out to be incomplete or different from what was described, contágio may revise the proposal before starting work.

Proposals are valid for 30 days from the date of issue. After that, the prices and timescales may be revised.

The work is taken to be awarded on the client's written acceptance of the proposal, by signature or by an unambiguous email. From that moment, the client accepts these terms and conditions in full.

The prices given in proposals do not include VAT, which is added at the rate in force.

The timescales given in a proposal are estimates of contágio's work and assume that the client supplies the necessary materials and answers requests for sign-off in good time.

The client's materials include, among others: copy, logos and brand files, photographs, product catalogues, and access to domains, hosting, email accounts, social media and analytics tools.

The client should answer requests for information or sign-off within five working days. Where that does not happen, the timescales are suspended for the corresponding period and contágio may reschedule the work according to its availability.

If the project stalls through the client's own doing for more than 30 consecutive days, contágio may treat it as suspended and invoice the work done so far. Restarting is subject to availability in the diary and may mean the timescales are revised.

contágio is not liable for delays arising from causes outside its control, in particular failures of hosting suppliers, of third-party platforms, of payment services or of public bodies.

Each proposal includes two rounds of revision per phase on the work presented, meant to refine what was delivered within the agreed scope. A round means each set of comments gathered and sent in one go by the client; comments sent at different times about the same delivery count as separate rounds. Further rounds are quoted separately, at the hourly rate in force.

Requests that change the scope — new features, new pieces, a change of creative direction after a phase has been approved, or redoing work already signed off — are quoted separately, with their effect on the timescale, and only go ahead once accepted in writing.

Approving a phase in writing closes that phase. Changes after a phase has been approved follow the rule in the paragraph above.

Unless the proposal says otherwise, projects are paid in two instalments: 50% on acceptance, as a condition of starting work, and 50% on delivery, before publication or before the final files are handed over. On projects with several phases, or lasting more than three months, the proposal may provide for interim payments at the end of each phase, with the initial advance still applying.

Invoices are payable within 30 days of the date of issue, by bank transfer to the account given on the invoice.

Where payment is late, default interest accrues at the statutory rate applicable to commercial transactions, published twice yearly for that purpose, without any need for a reminder. contágio may also, on written notice, suspend work in progress and ongoing services until payment is brought up to date, without that suspension making it liable for the timescales.

Ongoing services, such as retainers, hosting and maintenance, are invoiced monthly and paid in advance, at the start of each period — except hosting and licences contracted annually, which follow the supplier's cycle. They renew automatically for equal periods, unless either party gives written notice 30 days before the end of the current period.

Costs borne by contágio on the client's behalf — in particular printing and physical production, font licences, stock photography, paid extensions and domains — are not included in the prices proposed and are invoiced separately, at the supplier's price, once approved in writing by the client. Advertising spend is paid directly by the client to the platform, in the client's name; contágio invoices only the management work.

The economic copyright in works created specifically for the client passes to the client on payment in full of the agreed price, with no limit of time or territory.

Until then, the work delivered is licensed to the client for review and approval only, and may not be used commercially.

Excluded from that transfer are: pre-existing tools, libraries, components, methodologies and base code belonging to contágio or to third parties, which are licensed to the client for use within the project, non-exclusively. contágio's own base code and tools are not transferred: they are licensed to the client on a non-exclusive, non-transferable basis, with no limit of time, for use in the project they were supplied for, which does not prevent contágio from continuing to use them on other work.

Third-party components — fonts, stock images, extensions, online services — remain subject to the licences of their respective owners, which travel with the work delivered; their terms and any renewals are the responsibility of whoever holds them.

Proposals, studies and concepts not awarded remain the property of contágio and may not be used, in whole or in part, by the client or by third parties.

The client warrants that it holds the rights to all the materials it supplies — copy, images, trade marks, databases — and answers for any third-party claim in that respect.

Even after the rights have passed, contágio keeps a licence to show the work in its portfolio, in its promotional materials, on social media and in award entries, naming the client. The client may object, or ask for publication to be held back until a given date, simply by saying so in writing.

The working files in open formats (editable design files and source code specific to the project) are handed to the client where the proposal provides for it or where the parties agree so in writing, after payment in full. Where that handover is not provided for, the client receives the final files in the formats suited to each use.

Hosting and maintenance are not included in the price of projects: they exist only where they are contracted from contágio under their own proposal or contract, to which, besides these terms, the conditions set out there apply.

Unless the proposal says otherwise, maintenance covers security updates to the platform and its extensions, backups, fixing faults, monitoring that the site is up, and up to one hour a month of small content changes, which does not carry over from month to month. Anything not described is quoted separately.

Support is provided on working days, from 9am to 7pm. contágio answers requests within one working day and acts the same working day where the site or platform is down. There is no commitment to an uptime percentage, which depends on the hosting supplier, unless one is expressly contracted.

Backups are daily, kept for 30 days. The client may ask for a restore from any backup available; restores caused by changes made by the client or by third parties are invoiced separately. Keeping content outside the scope of the contracted service is the client's responsibility.

Domains are registered in the client's name, and the client is the holder, even where contágio handles the registration and the renewals on the client's behalf. Renewals are invoiced to the client before they fall due; if they are not paid in time, contágio is not answerable for the loss of the domain.

Once the hosting or maintenance contract ends, contágio makes available to the client a copy of the content, the database and the credentials within 15 days of the end of the contract, and deletes the data from its servers 30 days after that handover.

contágio corrects, at no cost to the client, faults in execution that are attributable to it and that are reported within 30 days of delivery.

Excluded from the warranty are: changes made by the client or by third parties, failures of external services, updates to platforms, extensions or browsers after delivery, and uses other than those provided for.

contágio does not guarantee commercial results, positions on search engines, volume of traffic, number of enquiries or campaign performance, all of which depend on factors outside its control.

contágio's liability for loss arising from the supply of the services is limited to the value of the contract, meaning the amount actually paid by the client for the service that gave rise to the loss, and in any event excludes loss of profit and indirect loss, so far as the law allows.

Nothing in this clause limits liability that cannot be limited by law, in particular in cases of wilful misconduct or gross negligence.

Each party undertakes to keep confidential the information it has access to by reason of the contract, and not to disclose it to third parties without the other party's authorisation, except where disclosure is required by law or by a competent authority.

This obligation lasts for three years after the end of the contract, without prejudice to the protection owed, for an indefinite period, to trade secrets and to personal data.

contágio's subcontractors are bound by equivalent confidentiality obligations.

Each party complies with Regulation (EU) 2016/679 (the GDPR) and the rest of the applicable data protection legislation.

In processing the personal data of contágio's visitors and clients, contágio acts as data controller, on the terms described in the privacy policy.

Where, in the course of the contracted services, contágio processes personal data on the client's behalf — for example, on a website, an online shop or a management platform — it acts as processor, and that processing is governed by a written data processing agreement under Article 28 of the GDPR, annexed to the contract or to the proposal, setting out the subject matter, duration, nature and purpose of the processing, the type of data, the categories of data subject and the client's instructions. contágio processes that data only on the client's documented instructions and engages further processors only with the client's authorisation.

The client is responsible for the lawfulness of the personal data it supplies to contágio and for the instructions it gives as to how that data is processed.

Either party may terminate the contract where the other is in serious breach and does not remedy it within 15 days of written notice.

Where the client terminates without grounds in a breach by contágio, the amounts corresponding to the work done to that date are payable, and the advance paid on acceptance is not refunded, as it compensates for the time reserved in the diary and the work of getting started. No other compensation is due for phases not yet carried out.

Termination does not affect the clauses that, by their nature, are meant to survive, in particular those on intellectual property, confidentiality and liability.

Where the client is a consumer within the meaning of consumer protection legislation, they keep all the rights the law gives them, and those rights prevail over any provision of these terms that conflicts with them.

In contracts entered into at a distance or off-premises, the consumer has the right of withdrawal within 14 days of entering into the contract, without having to give any reason. To exercise it, they need only say so in writing, by email or by letter, before the period ends.

If the consumer expressly asked for the supply of the service to begin during the withdrawal period, and exercises that right after the work has started, they pay an amount in proportion to the work already done up to the moment of the notice. Once the service has been fully supplied within that period, with the consumer's prior express agreement and their acknowledgement that they lose the right of withdrawal, that right can no longer be exercised.

[MANDATORY LEGAL REVIEW: this clause reproduces the statutory regime for distance contracts with consumers (Portuguese Decree-Law no. 24/2014, as currently in force). The final wording, the applicable exceptions and the withdrawal form must be confirmed by whoever gives the legal opinion.]

The parties will try to settle by agreement any disagreement about the interpretation or performance of the contract.

In the event of a consumer dispute, the consumer may refer the matter to an alternative dispute resolution body, on the terms set out on the alternative dispute resolution page, before the competent consumer arbitration centre. They may also use the electronic Complaints Book.

In disputes between businesses, the court of the district of Aveiro has jurisdiction, with any other expressly waived. This clause does not affect consumers' rights, who may always go to the forum the law reserves for them.

These terms and conditions are governed by Portuguese law.

contágio may change these terms, and the version in force at the date each piece of work is awarded applies to it. Changes to ongoing services are notified to the client 30 days in advance, and the client may end the service, at no cost, up to the end of the current period if they do not accept them.

If any clause is held to be invalid, the rest remain in force.

For any question about these terms, you can reach us through the contact page or by email to legal@contagio.pt.