Terms of service

1. Who provides the services

These terms govern the services provided by JV Studio, the trade name of João Vieira, a sole trader with a place of business in the district of Setúbal, Portugal, contactable at geral@jvstudio.pt, hereinafter “the Provider”. Whoever commissions a project is, hereinafter, “the Client”.

2. The services

The Provider plans, writes, designs and codes:

• websites;
• platforms: the website and the back office in one system;
• web applications: work tools that open in the browser.

Online shops and brand work are only provided within one of these projects, where the proposal includes them.

The Provider does the work personally, from request to launch, and does not subcontract it.

After launch, the Provider offers adjustments and new features, under Article 10.

The scope of each project is the one set out in its proposal.

3. Proposal and acceptance

Every project starts with a written proposal setting out the scope, the timeline and the price. The proposal is valid for 30 days from its issue date.

These terms are sent with every proposal, in a format that allows them to be stored and reproduced.

Work only starts once the Client has accepted the proposal. Acceptance is a binding agreement between the parties and implies agreement with these terms.

Whatever changes after acceptance, in the scope, the timeline or the price, changes in writing, with the agreement of both parties.

4. Prices and payments

There are no list prices: the price of each project is the one in the accepted proposal. Unless stated otherwise, prices do not include VAT at the applicable legal rate. In proposals to consumers, prices include VAT, where applicable.

As a rule, projects are paid as follows:

• 50% on acceptance of the proposal, at the start of the project;
• 50% on completion and delivery of the project.

For larger projects, a phased payment plan may be agreed and set out in the proposal.

Late payment may suspend the work in progress until the situation is resolved.

5. Timelines

Timelines are those of the accepted proposal. Meeting them also depends on the Client’s timely collaboration, in particular in supplying content, comments and approvals.

Delays caused by the Client and changes of scope agreed under Article 3 may adjust the timelines set.

6. Intellectual property

For the purposes of this article and the next:

• “Commissioned Work” means what the Provider creates specifically for the Client under the accepted proposal, in the final version delivered, including the source code and object code written for the project, the design of the pages and interfaces, the copy and, in brand work, the approved logo and visual identity.
• “Provider Components” means the components, modules, tools and methods that the Provider already held or creates for use across several projects, even when adapted to the project.
• “Third-⁠Party Materials” means photographs, illustrations, icons, typefaces, code libraries and other elements whose rights belong to third parties.

Under Article 14(1) of the Portuguese Code of Copyright and Related Rights and Article 3(3) of Decree-⁠Law No. 252/94 of 20 October, the parties agree that the economic rights of copyright in the Commissioned Work belong to the Client, for all forms of use, in all territories and for the full term of legal protection. The remuneration for this allocation of rights is included in the price of the proposal.

This allocation of rights takes effect on full payment of the price. Until then, the Client may use whatever has been delivered only to follow and test the project, and the Provider may withhold the editable files, the source code and access.

The Provider expressly consents to the Client, directly or through third parties, modifying, adapting, extending and reusing the Commissioned Work, without prejudice to the moral rights that the law declares inalienable.

Provider Components remain the property of the Provider. On full payment, the Client is authorised to use, reproduce, modify and maintain them as part of the project, directly or through third parties, on a non-⁠exclusive basis, in all territories and for the full term of legal protection, at no cost beyond the project price. This authorisation does not allow Provider Components to be marketed separately from the project.

Third-⁠Party Materials are subject to their respective licences, which the Provider identifies on delivery. Where a licence must be held in the Client’s name or involves recurring costs, the Provider tells the Client before using the material.

On full payment and at the Client’s request, the Provider hands over the source code, the editable files and administrator access. If the Client asks, the Provider also transfers to the Client’s name the domain and any other accounts that, under Article 11, are held in the Provider’s name; if the Client prefers, those accounts stay in the Provider’s name, and the Provider manages them under that Article.

The Provider only shows the project in a portfolio or in promotional material with the Client’s written consent, and never discloses confidential information.

7. Brand work

Where the proposal includes brand work, the Commissioned Work is the final version of the logo and identity elements that the Client approves in writing. The other design proposals, sketches and variants not chosen remain the property of the Provider, which neither uses them nor grants rights in them for signs that could be confused with those of the Client.

On full payment, and under Article 6, the Client may register the final logo in its own name, as a trade mark, logo or other distinctive sign, in Portugal, in the European Union or in any other country, for the goods and services of its choice, and use and modify it freely.

The Provider expressly authorises that registration and undertakes not to oppose it or to seek its refusal, annulment or declaration of invalidity on the basis of its copyright. At the Client’s request, the Provider signs a declaration of ownership or consent for submission to any authority, with certification of the signature where required, the cost of that certification being borne by the Client.

The Provider declares that the final logo is its own original creation and does not reproduce, without authorisation, works or signs of third parties of which it is aware. Any typefaces, icons or other Third-⁠Party Materials included in the logo are identified on delivery, together with their licence, and the Provider confirms that the licence allows use in trade marks.

The Provider does not warrant that the sign is registrable or that no identical or confusingly similar earlier trade marks exist. Clearance searches and the application for registration are the Client’s responsibility, unless contracted to the Provider.

The Provider keeps the right to be recognised as the author and, with the written consent set out in Article 6, may show the work in a portfolio. The Client is not required to credit the Provider alongside the logo.

8. Confidentiality

Both parties undertake to keep confidential the sensitive information shared within the commercial relationship, including business data, strategies, financial information and any other non-⁠public data.

This obligation applies during the project and after it ends.

9. Warranty

The Provider warrants that the services are performed with professional competence and in line with good industry practice.

For 30 days after launch, or after delivery where the launch is not the Provider’s responsibility, the Provider fixes at no cost any defects and technical faults in what it delivered.

The warranty does not cover changes of scope, new features or problems caused by changes made by third parties.

Where the Client is a consumer, this warranty is without prejudice to the guarantees the law grants them.

10. After launch

After launch, the Provider offers adjustments and new features, by the hour or by the job. They are available for the Provider’s projects and also for websites, online shops and platforms made by third parties, but they are never mandatory: commissioning a project does not require commissioning adjustments and new features.

Adjustments and new features on each project start with an audit of the project’s condition, carried out before the first proposal and at no cost to the Client, which includes the steps needed to recover any missing access. The price, by the hour or by the job, and the payment terms are those of the corresponding proposal.

Adjustments and new features have no minimum commitment period and may end under Article 13.

Urgent work has its own proposal, as do larger new features and redesigns.

11. Domain, accounts and third-⁠party services

The domain and the accounts of each project are decided in its proposal.

Accounts that receive payments, issue invoices or identify the Client to third parties, such as payment, invoicing or shipping accounts, are always held in the Client’s name.

The other accounts needed for the work, such as domain, hosting and third-⁠party tool accounts, are held in the Provider’s name or in the Client’s name, as set out in the proposal. Where the proposal is silent, new accounts are held in the Provider’s name, and any accounts the Client already holds remain in the Client’s name.

Where they are held in the Client’s name, the Client grants the Provider the delegated access needed for the work.

Where they are held in the Provider’s name, the Provider manages those accounts and invoices the Client for the related costs. At the Client’s request and on full payment, those accounts are transferred to the Client’s name, under Article 6. Without that request, they stay in the Provider’s name.

Third-⁠party services are governed by the terms and conditions of their providers.

12. Limitation of liability

The Provider’s liability is limited to the total value of the contracted project.

The Provider is not liable for indirect damage, loss of profits, data loss or business interruption resulting from the use of the services provided. Data loss is not excluded where it results from a failure to make the backups set out in the proposal.

The Provider is not liable for failures in third-⁠party services (hosting, domains, external platforms) or for changes in the algorithms of search engines or artificial intelligence tools that may affect the ranking or visibility of the website.

The limitations and exclusions of liability in this article do not apply in cases of wilful misconduct or gross negligence, or in any other case where the law does not allow liability to be limited or excluded, in particular in respect of damage to the life, physical or moral integrity or health of any person and non-⁠contractual pecuniary damage.

13. Cancellation and termination

Either party may terminate the agreement by written notice, given 15 days in advance.

Where the Client cancels:

• the work done up to the cancellation date and the costs already incurred for third-⁠party licences or services bought for the project are invoiced, less any amounts already paid;
• if the amounts already paid exceed that sum, the Provider refunds the difference;
• the Client receives the work produced up to the cancellation date, with the rights in Article 6 to the extent of what has been delivered, once the amount due has been paid.

The Provider may terminate the contract immediately in the event of serious breach by the Client.

Where the Client is a consumer and the contract is concluded at a distance or off-⁠premises, the Client may withdraw from it without giving any reason within 14 days of its conclusion, by sending to geral@jvstudio.pt the withdrawal form provided with the proposal or any other unequivocal statement. If the Client has expressly asked for work to start within that period, the Client pays only an amount in proportion to what has actually been provided up to the time the withdrawal is communicated. If, after that request and the Client’s acknowledgement that the right of withdrawal will be lost, the work is fully completed, that right no longer applies.

14. Data protection

The processing of personal data within the commercial relationship follows the Provider’s privacy policy, in compliance with the General Data Protection Regulation (GDPR) and applicable national legislation.

Where, in carrying out the work, the Provider processes personal data on the Client’s behalf, such as the customer data of an online shop or the contacts in a CRM, it acts as a processor under Article 28 of the GDPR, only on the Client’s documented instructions, and the parties enter into a data processing agreement.

15. Governing law and disputes

These terms are governed by Portuguese law.

In the event of a dispute, the parties first try to settle it amicably. Failing agreement, the courts of the district of Setúbal have jurisdiction.

Where the Client is a consumer, nothing in these terms limits the rights the law grants to them, in particular the right of withdrawal from distance and off-⁠premises contracts, the legal guarantees and the rules on the jurisdiction of the courts.

In low-⁠value consumer disputes, the Provider is subject to mandatory arbitration under the law, and the consumer may turn to these alternative dispute resolution entities:

• Lisbon Consumer Arbitration Centre (Centro de Arbitragem de Conflitos de Consumo de Lisboa, CACCL), www.centroarbitragemlisboa.pt;
• National Centre for Consumer Dispute Information and Arbitration (Centro Nacional de Informação e Arbitragem de Conflitos de Consumo, CNIACC), www.cniacc.pt;
• any other consumer arbitration centre with jurisdiction in the consumer’s area, as listed on the Portuguese Consumer Portal, at www.consumidor.gov.pt.

The Portuguese Electronic Complaints Book (Livro de Reclamações Eletrónico) is at www.livroreclamacoes.pt.

16. Final provisions

The Provider may update these terms and publishes the version in force at jvstudio.pt, with the date of its last update. Each proposal is governed by the version of the terms sent with it, and later changes do not apply to proposals already issued or to the contracts resulting from them.

These terms exist in Portuguese and in English. In the event of any discrepancy between the two versions, the Portuguese version prevails.

The invalidity of any clause does not affect the validity of the others.

Any clarification can be requested at geral@jvstudio.pt.