Terms of Service
1. General
2. Definitions
Contract: These Terms together with any accepted Service Proposal.
Service Proposal: A written document outlining the scope, timelines, and fees for specific services.
Services: Professional consulting, implementation, configuration, and support services related to Zoho applications, including but not limited to Zoho Apps.
Deliverables: Any tangible or intangible outcome of the Services, such as reports, system configurations, documentation, or customized setups.
Project: A defined set of Services and Deliverables as outlined in a Service Proposal.
Fees: The monetary amounts agreed upon in exchange for the Services provided.
3. Term
The Contract begins when the Service Proposal is accepted in writing by both parties and remains in effect until all Services are completed, unless terminated earlier in accordance with Section 14.
4. Changes to Scope
Any modifications or additions to the Services must be requested in writing. A revised Service Proposal including updated Fees and delivery timelines will be issued. Work on the modified scope will only commence upon written approval by both parties.
5. Service Delivery
The Service Proposal will define the scope of Services, Deliverables, timelines, and acceptance criteria.
Unless otherwise specified, all timeframes are in business days.
Both parties commit to informing each other promptly of any foreseen delays or obstacles.
6. Service Confirmation
The Client confirms acceptance of a Service Proposal via email or signed document. The confirmation shall include:
A description of the Services;
Agreed Fees and payment terms;
Project start and end dates;
Location, if relevant.
7. Client Responsibilities
The Client agrees to:
Provide timely access to information, systems, and personnel necessary for the Services;
Designate a main point of contact for approvals and communication;
Provide written feedback on each Deliverable within five (5) business days of submission;
Maintain backups of their data throughout the Project.
8. Provider Responsibilities
The Provider agrees to:
Deliver Services with professional diligence and in accordance with industry standards;
Notify the Client promptly if the information provided is incomplete or unclear;
Keep the Client informed of progress and any material issues encountered.
9. Fees and Payment
Invoices
Fees will be invoiced according to the schedule defined in the Service Proposal.
Unless otherwise agreed in writing, all invoices are payable within thirty (30) days from the invoice date.
Late Payments
Interest of 10% per annum may be charged on overdue payments.
The Provider reserves the right to suspend work if payment is delayed by more than fifteen (15) days.
10. Liability
The Provider’s total liability for any claim arising under this Contract is limited to the total Fees paid by the Client under the relevant Service Proposal.
Neither party shall be liable for any indirect, incidental, or consequential damages.
11. Intellectual Property
The Provider retains all rights to methodologies, tools, and know-how used in the performance of the Services.
Upon full payment, the Client is granted a non-exclusive, non-transferable license to use the Deliverables strictly for internal business purposes.
12. Confidentiality
Both parties agree to maintain the confidentiality of any non-public information disclosed during the course of the Project, for a period of two (2) years following the end of the Contract.
This obligation does not apply to information that is public or was lawfully obtained independently.
13. Data Protection
Both parties will comply with all applicable data protection laws, including the General Data Protection Regulation (EU) 2016/679 (GDPR).
The Provider will only process personal data on documented instructions from the Client and will implement appropriate technical and organizational measures to ensure data security.
14. Termination
Either party may terminate the Contract by giving thirty (30) days’ written notice in the event of a material breach not remedied within that time.
Upon termination, the Client shall pay for all Services rendered up to the termination date. The Provider will deliver all completed Deliverables paid for.
15. Force Majeure
Neither party shall be held liable for delays or failure to perform due to causes beyond their reasonable control, including but not limited to natural disasters, labor disputes, or government actions.
Affected parties shall notify the other promptly and make reasonable efforts to resume performance as soon as possible.
16. Governing Law and Jurisdiction
These Terms shall be governed by and interpreted in accordance with Portuguese law.
Any dispute that cannot be resolved amicably shall be submitted to the exclusive jurisdiction of the courts of Portimão, Portugal.