Terms of Service

These Terms of Service ("Terms") govern the supply of services by Smart Demand Unipessoal Lda ("Smart Demand", "we", "us") to its clients ("you", "the Client"). By accepting a written proposal from us, you agree to these Terms.

1. Who we are

Smart Demand Unipessoal Lda is a single-member private limited company incorporated in Portugal, with registered office at Avenida Cidade de Bratislava, 7, 1950-440 Lisboa, Portugal, registered at the Conservatória do Registo Comercial de Lisboa under single registration and tax number 517368625, with share capital of €5,000. Our VAT identification number is PT517368625. You can reach us at hello@smartdemand.xyz.

2. Services and proposals

We provide technology services including software engineering, cloud and IT services, AI engineering, and product and technical strategy consulting.

No work begins until we have issued a written proposal or statement of work ("Proposal") and you have accepted it in writing, including by email. Each Proposal sets out the deliverables, the timeline, the fees and any assumptions or exclusions. Where a Proposal conflicts with these Terms, the Proposal prevails for that engagement.

Estimates of timing are given in good faith and depend on your timely provision of access, information, decisions and approvals.

3. Fees and invoicing

Fees are those stated in the accepted Proposal, in euro (EUR).

• Fixed-scope projects are typically invoiced 50% on acceptance of the Proposal and 50% on delivery, unless the Proposal states a different schedule.
• Time-and-materials work is invoiced monthly in arrears against a record of hours worked.
• Ongoing support is invoiced monthly in advance for the agreed allocation of hours.

Invoices are payable within 15 days of the invoice date unless the Proposal states otherwise. Payment is accepted by card (Visa, Mastercard, American Express) and SEPA Direct Debit through our payment processor, Stripe Payments Europe, Ltd., and by SEPA bank transfer on request. Card payments appear on your statement as SMART DEMAND.

We do not receive or store your card details. Payment card data is collected and processed directly by Stripe on its own hosted payment pages.

4. Taxes

All fees are stated exclusive of value added tax. Portuguese VAT at the applicable rate is added to supplies where Portuguese VAT is due. Supplies of services to VAT-registered businesses established in other EU member states are reverse-charged under Article 196 of Council Directive 2006/112/EC, provided you supply a valid VAT identification number; you are responsible for accounting for VAT in your own member state. You remain liable for any withholding taxes, duties or similar charges imposed in your jurisdiction, and fees payable to us are not reduced by them.

5. Late payment

If an undisputed invoice is not paid by its due date, we may charge interest on the overdue amount at the statutory rate applicable to commercial transactions in Portugal under Decreto-Lei n.º 62/2013, together with the fixed recovery sum of €40 provided for by that law, and we may suspend work on notice until payment is received. We will give you at least 7 days' written notice before suspending work.

6. Your responsibilities

You agree to provide, in reasonable time, the access, credentials, environments, content, information and decisions we need to perform the services, and to nominate a person authorised to approve work on your behalf. You are responsible for the accuracy and lawfulness of the material and data you provide to us and for holding the rights necessary for us to use it in performing the services.

7. Changes to scope

Either party may request a change to an agreed scope. A change takes effect only when both parties have agreed it in writing, including any effect on fees and timeline. We are not obliged to perform work outside an accepted Proposal.

8. Intellectual property

You retain ownership of all material, data and intellectual property you provide to us.

On full payment of all sums due for an engagement, we assign to you the intellectual property rights in the bespoke deliverables created for you under that engagement. Until full payment is received, those rights remain with us and you have no licence to use the deliverables in production.

We retain ownership of our pre-existing materials, tools, libraries, methods and know-how, including anything of general application developed in the course of the engagement. Where such materials are embedded in a deliverable, we grant you a perpetual, worldwide, non-exclusive, royalty-free licence to use them as part of that deliverable. Third-party and open-source components remain subject to their own licences, which we will identify on request.

9. Confidentiality

Each party will keep the other's non-public information confidential, use it only to perform or receive the services, and protect it with at least reasonable care. This does not apply to information that is or becomes public without breach, was already lawfully known, is independently developed, or must be disclosed by law or a competent authority, in which case the disclosing party will be notified where lawful. These obligations continue for 3 years after the engagement ends, and indefinitely for anything that constitutes a trade secret.

Unless you tell us otherwise in writing, we may name you as a client and describe the general nature of the work in our portfolio and marketing. We will not disclose confidential details in doing so.

10. Data protection

Where we process personal data on your behalf in performing the services, you are the controller and we act as processor. Such processing is governed by a data processing agreement incorporating Article 28 of the GDPR, which we will enter into with you on request. Our own processing of personal data is described in our Privacy Policy.

11. Warranties

We warrant that the services will be performed with the reasonable skill and care to be expected of a competent provider of similar services. If a deliverable does not materially conform to its Proposal, tell us within 30 days of delivery and we will correct it at our cost. That correction is your exclusive remedy for non-conformity.

We do not warrant that software will be uninterrupted or free of all defects, and we give no warranty in respect of third-party products, services, APIs or hosting providers. To the fullest extent permitted by law, all other warranties, conditions and terms implied by statute or common law are excluded.

12. Limitation of liability

Nothing in these Terms limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be limited under Portuguese law.

Subject to that, neither party is liable for loss of profit, loss of revenue, loss of anticipated savings, loss of business opportunity, loss of goodwill, or for any indirect or consequential loss, however arising.

Subject to the above, our total aggregate liability arising out of or in connection with an engagement, whether in contract, tort (including negligence) or otherwise, is limited to the total fees paid by you to us under that engagement in the 12 months preceding the event giving rise to the claim.

You are responsible for maintaining your own backups of your systems and data. We are not liable for loss of data that adequate backups on your side would have prevented.

13. Term and termination

An engagement runs until the agreed services are delivered, or, for ongoing support, on a monthly term cancellable by either party on 30 days' written notice.

Either party may terminate an engagement immediately on written notice if the other commits a material breach that is not remedied within 15 days of written notice of it, or becomes insolvent or subject to an insolvency procedure.

On termination for any reason, you will pay for all services performed and expenses committed up to the effective date of termination. Cancellation and refund consequences are set out in our Refund & Cancellation Policy. Clauses 8 to 12, 14 and 17 survive termination.

14. Subcontractors

We may engage subcontractors to perform part of the services. We remain responsible to you for the performance of the services as if we had performed them ourselves.

15. Force majeure

Neither party is liable for failure or delay in performing its obligations, other than an obligation to pay money, caused by an event beyond its reasonable control. The affected party will notify the other promptly and use reasonable efforts to mitigate. If the event continues for more than 60 days, either party may terminate the affected engagement on written notice.

16. General

Neither party may assign an engagement without the other's written consent, which will not be unreasonably withheld, except that either party may assign to a successor of substantially all of its business. Nothing in these Terms creates a partnership, joint venture or employment relationship. A person who is not a party to an engagement has no right to enforce it. If any provision is held invalid, the remainder continues in force. A failure to enforce a right is not a waiver of it. The accepted Proposal together with these Terms is the entire agreement between the parties for that engagement.

17. Governing law and jurisdiction

These Terms and any engagement under them are governed by the law of Portugal. The courts of the district of Lisbon have exclusive jurisdiction over any dispute arising out of or in connection with them, and both parties submit to that jurisdiction. Before commencing proceedings, the parties will attempt in good faith to resolve the dispute by discussion between senior representatives.

18. Changes to these Terms

We may update these Terms from time to time. The version in force is the version published on this page on the date your Proposal is accepted, and changes do not apply retrospectively to an engagement already under way.

19. Contact

Questions about these Terms: hello@smartdemand.xyz, or Smart Demand Unipessoal Lda, Avenida Cidade de Bratislava, 7, 1950-440 Lisboa, Portugal.