Terms & Conditions

The services available at www.tipo.design are provided by Letícia Suher Martins Digital & Creative Unipessoal, Lda., legal entity no. 515837750, with registered office at Rua Trabalhadores do Mar, 16 — 3rd floor B, Setúbal, Portugal, hereinafter referred to as the "Contractor" or "tipo.design".

Contact: hello@tipo.design

Clause 1 – Scope

These General Terms of Service ("General Terms") apply to the performance of the services described in the Service Agreement ("Services") signed by Client and Contractor ("Agreement"), without prejudice to the specific provisions of the Agreement itself.

In the event of any divergence or inconsistency between these General Terms and the Agreement, the latter shall prevail, except with regard to mandatory rules of public order that cannot be set aside by agreement of the Parties.

The Contractor may revise these General Terms by publishing the updated version on its website. Changes shall only take effect in relation to Agreements already entered into if they are communicated in writing to the Client and if the Client expressly consents to the proposed amendments.

Subject of the Services - The Parties agree that the subject of the Services consists of the creation, by the Contractor, of graphic artworks ("Artworks"), as specified in the Agreement, up to the maximum number of artworks also specified in the Agreement ("Subject").

No Accumulation of Credits - Artwork requests not used in the month to which they refer do not grant the Client any credit for use in subsequent months.

Price and VAT - The price payable by the Client ("Price") is set out in the Agreement. The Price is net of Value Added Tax (VAT), which will be added to the invoice at the legally applicable rate.

Price Update – The Contractor reserves the right to adjust the Price to market practice and/or to the actual value generated by the Services at any time after this Agreement is signed, provided the Client is notified at least 30 (thirty) days in advance. If the Client does not agree with the price adjustment, it may terminate the Agreement under Clause 10.

Payment Method - Payment of the Price, plus the corresponding VAT, will be made via the payment method identified in the Agreement. Signing the Agreement constitutes permanent authorisation for charges to be made under the agreed terms.

Billing Date - Charges will be made monthly via the payment method indicated by the Client, always on the same day in subsequent months as the day of contracting. For example, if the Client contracts the Services on 1 January, the Contractor will charge subsequent months on the first day of each respective month.

Default and Non-Payment - In the event of refusal, expiry or cancellation of the payment method, or insufficient funds, the Contractor will send the Client a default notice with instructions for settlement within 5 (five) days. After that period without payment, default interest at the legal rate and other statutory charges will apply.

Replacement of Payment Method - If the registered payment method expires or is cancelled, the Client must provide the Contractor, within 5 (five) business days, with a new payment method to ensure continuity of charges.

The Client may, at any time and prior to the billing date, change the payment method by accessing the client area on the website www.tipo.design.

Invoice Issuance - The Contractor will issue and send the invoice to the Client as soon as payment is confirmed by the payment processor, in compliance with the VAT Code.

Service Request - The Parties agree that the Services are provided on demand by sending a request ("Request") from the Client, through access to the Client's exclusive "client area" accessible via the website www.tipo.design ("Online Platform"). Each Request must contain a complete brief with all elements necessary to execute the Artworks.

First Version Deadline - The Contractor has 5 (five) business days to deliver the first version of the Artworks, counted from the business day following full receipt of the Request.

Feedback Period and Tacit Approval - The Client will have 2 (two) business days, from the day following receipt of the first version, to send revision requests to the Contractor. After that period without response, the Artworks shall be deemed approved and the Request fulfilled. The Contractor will notify the Client before deeming tacit approval, regarding the approaching end of the feedback period.

Deadline for Final Version – From the day following receipt of valid revision requests, the Contractor will have 2 (two) business days to incorporate the changes and send the final version of the Artworks to the Client.

Revision Limit - The Client may request up to 2 (two) rounds of revisions at no additional cost, provided they refer to items expressly noted in the initial Request or in the version submitted under Clause 3.3. Additional revisions or scope changes will be subject to supplementary quotation and will only be executed after written agreement of both Parties.

Request Completion - After the period set out in Clause 3.4 without a new revision request, the Artworks shall be deemed definitively approved and the Request closed, unless otherwise agreed between the Parties.

Scope of Support - The Contractor undertakes to provide the Client with technical support regarding the use of the Online Platform, including:

• Guidance on features and workflows during onboarding, to be carried out on a date chosen by the Client via email received from the Contractor as soon as the Agreement is signed;
• Resolution of access and authentication issues.

Support Channels - Support will be available through the following means:

• Ticket system integrated into the Online Platform itself;
• Dedicated email: hello@tipo.design; and
• WhatsApp account, whose number can be found in the client area of the Online Platform.

Business Hours - Technical support is available on business days, from 9:00 to 18:00 (mainland Portugal time), except for national and regional holidays in the District of Setúbal.

Service Levels and Response Times - The Contractor guarantees the following maximum response times for each ticket:

• Critical incidents (platform unavailable): initial response within 4 (four) hours; resolution or action plan within 8 (eight) hours.
• High incidents (degraded critical functionality): initial response within 8 (eight) hours; resolution within 16 (sixteen) hours.
• Normal incidents (usage questions, general queries): response within 1 (one) business day; resolution within 3 (three) business days.

Scheduled Maintenance - The Contractor may schedule platform maintenance windows, with at least 48 (forty-eight) hours' notice, indicating:

• Expected start and end date and time;
• Affected features.

Support Escalation - Should the Client not be satisfied with the proposed resolution, it may escalate the request to the Contractor's Account Manager, whose contacts are provided in the Agreement, for review and additional intervention.

Limitations - The following are excluded from technical support:

• Client's hardware or software configurations outside the scope of the platform;
• Custom integrations not foreseen in the Agreement (service subject to separate quotation);
• Operation of third-party platforms used by the Contractor in providing services, such as, but not limited to, servers, management platforms and internet platforms;
• Training of new users;
• Infrastructure service interruptions.

The Contractor's rights are:

• To receive timely payment of the Price as provided in Clause 2;
• To receive a complete brief from the Client for each Request, containing all information, materials and instructions necessary for proper execution of the Services;
• To require compliance with the provisions of this Agreement and the General Terms, as well as applicable public-order rules;
• To refuse to create Artworks based on briefs that clearly infringe third-party rights.

The Contractor's obligations are:

• To perform the services with technical rigor, through its own employees or subcontractors, all hired and paid in ways permitted by applicable law;
• To ensure that all software and other tools used are duly licensed and in compliance with the Intellectual Property Code;
• To act in good faith and with diligence in performing the Services, cooperating with the Client to resolve doubts or obstacles in a timely manner.

The Client's rights are:

• To have the Services provided in strict compliance with the Agreement, the General Terms and applicable law;
• To receive the Artworks and other deliverables, as well as technical support, within the deadlines set out in Clauses 3 and 4;
• To require additional corrections or revisions, to the extent set out in the Agreement and the General Terms, without prejudice to requesting supplementary services under specific quotation.

The Client's obligations are:

• To provide the Contractor, in a timely manner and in suitable format, all content, parameters, style guides, trademarks, images and other materials owned or controlled by the Client and necessary for creating the Artworks;
• To keep the agreed payment method active, immediately reporting any change, expiry or cancellation, pursuant to Clause 2;
• To cooperate with the Contractor, responding to clarification requests and validating deliverables within the established deadline;
• To act in good faith and with diligence, avoiding conduct that may delay or impair the execution of the Services;
• To comply with the other obligations assumed by signing the Agreement.

The Client warrants that all content, materials and brand or visual identity elements provided to the Contractor are complete, accurate, truthful, owned by the Client and compliant with applicable law, notably the Industrial Property Code.

Except in cases of wilful misconduct or gross negligence, the Contractor shall not be liable for the use, by the Client or by third parties, of any content or element provided in the Requests.

The Contractor does not guarantee specific engagement levels on social platforms, marketing outcomes or economic impacts arising from the Artworks, and is not liable for indirect, lost profits or consequential damages.

The Contractor's liability for any damages is limited, per Request, to the amount actually paid by the Client in the 12 (twelve) months prior to the occurrence of the events giving rise to the claim.

Ownership and Assignment of Rights - The Artworks created by the Contractor under the Requests shall be subject to a definitive, onerous and exclusive assignment of the economic copyright to the Client, under the following terms:

• Rights assigned: reproduction, distribution, public communication and transformation;
• Territorial scope: worldwide;
• Assignment term: maximum legal protection duration, pursuant to the Copyright and Related Rights Code;
• Media and formats: any media or technologies, existing or future.

Sole Paragraph - The Contractor retains moral rights under the Copyright and Related Rights Code (CDADC), which cannot be waived or assigned.

Client's Use and Warranties - The Client undertakes to use the Artworks exclusively for lawful purposes, in compliance with the law and without infringing third-party rights. In the event of improper use, the Client shall be obliged to indemnify the Contractor for all damages, costs and charges arising therefrom.

Third-Party Claims and Indemnification - If any third party claims infringement of proprietary or related rights regarding the Artworks, the Client must immediately notify the Contractor, providing copies of all documentation relevant to the claim.

The Contractor may, at its discretion and without prejudice to the right of refusal, propose correction or replacement of the contested Artworks.

If the Contractor does not proceed with correction or replacement within 15 (fifteen) business days, the Client may do so on its own.

The Client shall indemnify the Contractor for any losses, damages, court costs and attorneys' fees resulting from third-party claims, actions or litigation related to the content provided or to the Artworks.

Limitation of Liability - Modification or replacement of the Artworks under Clause 7.3 does not itself imply acknowledgement of liability by the Contractor, with the liability limits set out in Clause 6 remaining applicable.

All information disclosed by one Party to the other in connection with the formation and execution of the Agreement is considered confidential information ("Confidential Information"), and the Parties shall protect it and not disclose it to third parties, except in the cases of information that (i) was in the legal possession of the receiving Party before disclosure, as evidenced by written records/documentation; (ii) is or, without fault of the receiving Party, becomes part of public knowledge or literature; (iii) becomes legally available without disclosure limitation from an external source; (iv) the receiving Party can prove was independently developed by its personnel without using any Confidential Information received from the disclosing Party; (v) whose disclosure is required by law, regulation or order of a competent governmental authority, provided that the receiving Party sends written notice to the disclosing Party before such disclosure; (vi) has been disclosed to the Contractor by the Client for purposes of creating the Artworks under this Agreement; (vii) is included in the Artworks created by the Contractor at the Client's request.

The Artworks created are not considered Commercial Information and may therefore be freely disclosed by the Client.

The Client authorises the Contractor to disclose the existence of the Agreement, its name and elements of its visual identity on its website for the sole purpose of promoting the services it provides, this authorisation extending to the artworks created under the Agreement.

Except for information that constitutes a "trade secret" under Decree-Law no. 63/2011, the non-disclosure obligation set out in Clause 8.1 survives for 2 (two) years from termination of the Agreement.

The rights addressed in Clauses 8 do not expire. However, under Clause 8.3, the Client may revoke the authorisation by notice sent by email to the address listed in the Contractor's qualification in the Agreement.

Applicable Law - Each Party undertakes to comply with Regulation (EU) 2016/679 (GDPR), Law no. 58/2019 and other national regulations applicable to the protection of personal data.

Roles of the Parties - The Client acts as the controller of the Personal Data ("Controller"). The Contractor acts, where applicable, as processor ("Processor") under Article 28 of the GDPR.

Instructions and Legal Basis - The Contractor will only process Personal Data based on documented and express instructions from the Client, set out in an annex or service order. The Client warrants that it has a valid legal basis (consent, contract performance, legal obligation or legitimate interest) and that, before any processing, it obtained data subjects' consent or ensured another legitimate basis.

Security Measures – The Contractor will implement and maintain appropriate technical and organisational measures to protect Personal Data against accidental or unlawful destruction, loss, alteration, disclosure or unauthorised access, namely:

• Encryption of data in transit and at rest;
• Access control based on least-privilege principles;
• Monitoring and logging of security incidents;
• Backup and recovery procedures.

Data Subject Rights and Assistance - The Contractor will assist the Client, to the extent possible, in handling data subject requests (access, rectification, erasure, portability, restriction of processing, objection), providing the necessary information and technical means. The Contractor will inform the Client without undue delay if it identifies any data subject request or irregularity in processing.

Incident Notification - The Contractor will notify the Client, without undue delay and in any case within a maximum of 48 hours after becoming aware, of any personal data breach that may compromise the rights and freedoms of data subjects.

Subcontracting - The Contractor may only use sub-processors that are bound by confidentiality and security obligations equivalent to those set out in this Agreement.

Data Retention and Deletion - Upon completion of the Services or termination of this Agreement, the Contractor will return all Personal Data in its possession to the Client and delete existing copies, except as legally required otherwise, notifying the Client in writing.

Responsibility and Good Faith - The Parties will act in good faith and cooperate in complying with personal data protection obligations, providing information and collaboration whenever requested for audits or inspections.

The Client acknowledges that, during the formation of the Agreement, it transmitted to the Contractor Personal Data of its own and/or of its representative(s) ("Contracting Data"), and that the Contractor has the right to use such Contracting Data, free of charge, at any time during the Agreement and thereafter, for contract management purposes.

Subject to the first payment being made, this Agreement takes effect from its signature date and shall be valid for an indefinite period, until any Party terminates it by prior notice under Clause 10.2.

If the first payment is not made, the Agreement shall be deemed non-existent and shall have no effect.

Either Party may terminate the Agreement upon at least 7 business days' notice before the charge by the payment method indicated by the Client relating to the Services to be provided in the following month. The Client must give such notice digitally, specifically via a dedicated button on the Online Platform. The Contractor must do so by message addressed to the Client's email address listed in its qualification in the Agreement.

Without prejudice to Clauses 10.1 and 10.2, the Parties may terminate the Agreement without prior notice at any time, should circumstances arise which, considering the nature and purpose of the Agreement, make its continuation unreasonable for either Party. Thus, this Agreement may be terminated specifically and without prejudice to any express termination provisions herein or permitted by law, if:

• the other Party has taken steps to enter liquidation, has become insolvent (per internationally accepted accounting principles and applicable law), has been declared bankrupt or filed for bankruptcy, entered into an agreement for the benefit of its creditors, had its assets expropriated or been subject to any other administrative or judicial control measures;
• the other Party commits a material breach of the General Terms or the Agreement;
• either Party intentionally or through gross negligence discloses business or trade secrets or confidential documents of the other Party; and
• the shareholding of one Party changes such that a competitor of the other contracting Party acquires a stake in the first and/or the capital resources of the first are considerably impaired and/or the performance of this Agreement is impaired.

Termination of the Agreement under Clause 10.3 must be formalised by electronic message addressed to the email address of the other Party listed in its respective qualification in the Agreement.

Effects of Termination - Upon termination:

• The rights to use the platform and the debit authorisation expire immediately;
• The Parties mutually settle outstanding amounts for Services actually rendered up to the termination date;
• The obligations of confidentiality, intellectual property and limitation of liability remain in force, under Clauses 7, 8 and 6 respectively.

Each Party shall indemnify and hold harmless the other Party, as well as its partners, directors, employees, agents, successors and assigns, from and against all losses, damages, liabilities, costs and expenses (including attorneys' fees and court costs) incurred as a result of:

• Serious or wilful breach of this Agreement and the General Terms;
• Third-party claims, actions or demands resulting from the Client's use of the Artworks, without prejudice to the liability limits set out in Clause 6;
• Wilful or negligent acts or omissions that result in breach of any contractual or legal obligations.

Indemnification Procedure:

• The Party intending to invoke the indemnification shall notify the other Party in writing as soon as it becomes aware of the fact giving rise to indemnification, indicating the nature and estimated extent of the damages.
• The indemnified Party shall have the right to assume the defence or participate in conducting any proceedings, and may expressly approve settlements or compensation terms proposed by third parties.
• The indemnifying Party shall only be bound by settlements or judgments if it has given its prior written consent to the agreed solution.

Limit on Indemnification Amount - The total indemnification owed by each Party under this Clause 11 shall not exceed, per Request, the amount actually paid by the Client to the Contractor in the 12 (twelve) months prior to the occurrence of the fact giving rise to the indemnification obligation.

Survival - The indemnification obligations set out in this Clause shall remain in force for as long as potential liabilities arising from the Agreement subsist, without prejudice to applicable statutory limitation periods.

The invalidity or ineffectiveness of any provision of these General Terms and/or the Agreement does not affect the validity or effectiveness of all other provisions therein, which remain in full force and effect. If any provision is declared invalid or ineffective, the Parties shall seek to replace the invalid or ineffective provisions with valid and effective provisions that come as close as possible to the underlying purpose of the invalid or ineffective Clause.

The Client may not assign its rights and obligations under these General Terms and the Agreement to any third party. The Contractor may assign its rights and obligations, provided the assignee is a related party in the context of corporate restructuring.

Failure or delay by either Party to enforce any Clause of these General Terms or the Agreement does not constitute a waiver of that Clause or of the right to enforce it.

These General Terms and the Agreement set out the entire understanding and agreement between the Parties regarding the Subject.

All communications and notices required or permitted under the Agreement and these General Terms must be made in writing, by email (with read receipt), to the addresses listed in the Parties' qualification.

The laws of the Portuguese Republic apply to the Service Agreement, except for conflict-of-laws rules in force in Portugal that would determine the application of laws of another jurisdiction. Any dispute that cannot be resolved by good-faith conciliation between the Parties shall be referred to the competent Court of the Lisbon district.