Devix Portugal, Lda. – Terms and Conditions

1. Who we are, definitions and scope

These Terms and Conditions apply to every service Devix Portugal, Lda. provides to business clients and to the use of devixsolutions.com.

Devix Portugal, Lda. ("Devix", "we", "us") is a Portuguese limited company, NIF 518796345, with its registered office at Rua Comissão da Iniciativa 2A, floor 7, office 703, 2410-098 Leiria, Portugal. Contact: hello@devix.tech.

In these Terms:

• Client means the company or professional that orders services from Devix.
• Services means the services described on our website and in our quotes: central business systems, MVP development and developer capacity.
• Order means a signed quote, proposal, statement of work or written confirmation by email that describes the Services.
• Agreement means the Order together with these Terms.
• Deliverables means the software, code, designs, documentation and other results Devix creates for the Client under an Order.

Our Services are intended for businesses and professionals only, not for consumers. By signing an Order, paying an invoice or letting us start work, the Client accepts these Terms. The Client's own general terms do not apply, even if the Client refers to them, unless Devix accepts them in writing.

If an Order conflicts with these Terms, the Order prevails for that point.

2. Services, quotes and agreements

An Agreement is formed when the Client signs or confirms an Order in writing, or when Devix starts work at the Client's request, whichever happens first.

Devix provides three types of Services:

• Central business system: a custom system that brings planning, contracts, reporting, documents, forecasting and pipeline management together, built around the Client's processes.
• MVP development: a first working version of a product, delivered at a fixed price and on a fixed schedule (section 3).
• Developer capacity: full-stack developers made available by the hour or as a fixed monthly team (section 4).

Quotes are valid for 30 days unless the quote says otherwise. Every quote is based on the information the Client has given us. If that information turns out to be incomplete or wrong, Devix may adjust the quote.

Work outside the agreed scope is a change request. Devix describes the impact on price and schedule, and starts the extra work only after the Client approves it in writing (email is enough).

Devix may use employees, freelancers and subcontractors to deliver the Services. Devix remains responsible for their work towards the Client.

3. Fixed-price MVP development

For MVP development Devix delivers the scope described in the Order for a fixed price and within the agreed schedule, which is typically 6 to 8 weeks.

• Scope: The Order lists the features and functionality included. Anything not listed is out of scope and handled as a change request (section 2).
• Schedule: Dates depend on the Client delivering input, feedback and approvals on time (section 6). If the Client is late, the schedule moves by the same amount of time.
• Fixed price: The price does not change because Devix needs more hours than estimated. It does change if the scope changes or if the delay is caused by the Client.
• Milestones: Payment is due within 30 days of the invoice date, unless the Order agrees on payment in milestones. In that case the price is invoiced per milestone, as stated in the Order.
• Delivery and acceptance: Devix delivers the MVP for testing. Acceptance works as described in section 6.

An MVP is a first version built to validate an idea. Devix does not guarantee that the MVP will achieve any commercial result, such as sales, users or funding.

4. Developer capacity (hourly or monthly)

Under developer capacity Devix makes developers available to the Client, either per hour worked or as a fixed monthly team.

• Hourly: Devix records the hours worked and invoices them monthly in arrears, at the rate in the Order.
• Fixed monthly team: Devix provides the agreed team and capacity for a fixed monthly fee, invoiced monthly in advance.
• Direction of work: The Client sets priorities and tasks. Devix decides how the work is carried out and who on its team performs it. The developers remain under Devix's responsibility and are not employees of the Client.
• Replacement: Devix may replace a developer with one of equal experience, for example in case of illness or leave, and will arrange a proper handover.
• Cancellation: Unless the Order says otherwise, either party may cancel developer capacity with 30 days' written notice, effective at the end of a calendar month.
• Non-solicitation: During the Agreement and for 12 months after it ends, the Client will not hire or engage Devix's developers directly, unless Devix agrees in writing. This does not apply to people who respond to a general job advertisement.

5. Fees and payment

The Client pays the fees stated in the Order. Invoices are due within 30 days of the invoice date, unless the Order agrees on payment in milestones or on a different payment schedule.

• Taxes: All prices are in euros and exclude VAT. Devix adds Portuguese VAT where it applies. For clients in other EU countries, VAT is handled according to the reverse-charge rules where they apply, and the Client must provide a valid VAT number.
• Invoicing: Devix sends invoices electronically. Invoices are issued in line with the schedule in the Order, or as set out in sections 3 and 4.
• Late payment: If an invoice is not paid on time, the Client owes statutory late-payment interest for commercial transactions from the due date, plus the recovery costs allowed by law. Devix may suspend work until all overdue amounts are paid.
• Disputes: If the Client disagrees with an invoice, the Client must tell Devix in writing with reasons within 14 days of the invoice date. The undisputed part must still be paid on time.
• No set-off: The Client may not deduct or set off amounts against Devix's invoices, unless Devix agrees in writing or the counterclaim is undisputed or legally established.
• Expenses: Third-party costs, such as hosting, licences, domains and paid APIs, are not included in the fees unless the Order says so. Devix will get the Client's approval before incurring them.
• Price changes: For developer capacity running longer than 12 months, Devix may adjust rates once per year with 60 days' written notice.

6. Client responsibilities and acceptance

Good results need a Client who is available. The Client agrees to:

• provide accurate and complete information, access, content and feedback on time;
• name one contact person who can make decisions on the Client's behalf;
• respond to questions and approval requests within 5 working days, unless agreed otherwise;
• make sure it has the rights to any content, data, logos or third-party material it gives to Devix.

If the Client does not meet these duties, Devix is not responsible for resulting delays or extra costs, and may charge for the additional time spent.

Acceptance. After delivery of a Deliverable, the Client has 10 working days to test it and report defects in writing, with enough detail to reproduce them. Devix fixes defects that are a departure from the agreed scope within a reasonable time. The Deliverable is accepted when the Client confirms acceptance, when the Client puts it into productive use, or when the 10 working days pass without a written report of defects. Cosmetic remarks, new wishes and changes to the scope are not defects and are handled as change requests.

7. Intellectual property

The Client owns the Deliverables that Devix creates specifically for the Client once the Client has paid all amounts due for them in full.

• Transfer: Upon full payment, Devix transfers to the Client the intellectual property rights in the custom Deliverables, to the extent that Devix can legally do so. Until then, the Client has a non-exclusive right to use the Deliverables for its own business purposes.
• Devix tools and know-how: Devix keeps all rights in its pre-existing materials, frameworks, libraries, code snippets, tools and general know-how, including anything it develops independently of the Client's project. To the extent these are part of the Deliverables, Devix grants the Client a non-exclusive, worldwide, perpetual licence to use them as part of the Deliverables.
• Third-party and open-source components: These stay under their own licences, which apply to the Client. Devix will tell the Client about significant third-party licences that affect the use of the Deliverables.
• Client materials: The Client keeps all rights in the content, data, logos and materials it provides, and gives Devix the right to use them as needed to deliver the Services.
• Portfolio: Unless the Client objects in writing, Devix may name the Client and describe the project in its portfolio and marketing, without revealing confidential information.
• Asignu: Nothing in these Terms gives the Client rights in Asignu or any other Devix product. Those are governed by separate terms.

8. Confidentiality and data protection

Both parties keep the other party's confidential information secret and use it only to carry out the Agreement.

Confidentiality. Confidential information means all non-public business, technical and financial information that a party shares, including the Client's data, source code and business plans. This does not cover information that is public through no fault of the receiving party, was already known to it, was developed independently, or was received lawfully from a third party. A party may disclose confidential information when the law or an authority requires it, after informing the other party where allowed. This duty continues for 3 years after the Agreement ends.

Personal data. Each party follows the General Data Protection Regulation (GDPR) and applicable Portuguese data protection law. When Devix processes personal data on behalf of the Client, for example while building or maintaining the Client's system, Devix acts as a processor and the Client as the controller. In that case the parties will sign a data processing agreement on request, and Devix will:

• process the data only on the Client's documented instructions;
• keep the data secure with appropriate technical and organisational measures;
• tell the Client without undue delay after discovering a personal data breach;
• only use sub-processors with adequate safeguards, and keep the data within the EU/EEA unless the Client agrees otherwise.

The Client is responsible for having a legal basis to give personal data to Devix. Devix uses personal data from its own website, such as contact form details, as described in its privacy policy.

9. Warranty and liability cap

Devix delivers the Services with reasonable care and skill, as a professional software company would. Devix commits to an effort to deliver good work, not to a guaranteed result, unless the Order explicitly promises one.

Warranty period. For 30 days after acceptance, Devix fixes defects in the Deliverables free of charge, provided the Client reports them in writing and has not modified the Deliverables or had them modified by others. Defects caused by third-party software, hosting, incorrect use or changes by the Client are not covered. After the warranty period, fixes and maintenance are charged at Devix's usual rates.

Liability cap. Devix's total liability to the Client under an Agreement, for all claims together, is limited to the fees the Client paid to Devix under the Order that the claim relates to in the 12 months before the event that caused the damage.

Excluded damages. Devix is not liable for indirect or consequential damage, including lost profit, lost revenue, lost savings, loss of goodwill, loss of data or business interruption.

What is not limited. These limits do not apply to damage caused by intent or gross negligence of Devix, or to any liability that cannot be limited or excluded under Portuguese law.

Claims period. The Client must notify Devix in writing of any claim as soon as it discovers the cause, and any legal action must be started within 12 months after the Client became aware of the damage, to the extent the law allows this shorter period.

Backups and use. The Client is responsible for its own backups and for how it uses the Deliverables, unless Devix has agreed in the Order to provide backups or hosting.

10. Term and termination

An Agreement starts when it is formed (section 2) and runs until the work is delivered and paid for, or, for developer capacity, until it is cancelled under section 4.

• Termination for breach: Either party may end the Agreement with immediate written effect if the other party seriously breaches it and does not fix the breach within 14 days of a written notice.
• Insolvency: Either party may end the Agreement immediately if the other party becomes insolvent, applies for insolvency or stops its business.
• Early termination by the Client: For a fixed-price project, the Client may end the Agreement early by written notice. The Client then pays for all work done up to the end date, including work in progress, plus costs Devix already committed to.
• Suspension: Devix may suspend the Services if the Client does not pay on time or breaches the Agreement, after giving notice.
• After termination: All amounts for work done become due immediately. Devix hands over the Deliverables paid for, and each party returns or deletes the other's confidential information on request.
• What continues: Sections on payment, intellectual property, confidentiality, liability and governing law continue to apply after the Agreement ends.

11. Website use

By using devixsolutions.com you agree to the rules in this section.

• Permitted use: You may use the website to learn about Devix and contact us. You may not misuse it, attempt to gain unauthorised access, disrupt it, scrape it at scale, or use it to send spam or harmful code.
• Content and IP: The texts, designs, logos, code and other content on the website belong to Devix or its licensors. You may share links and short quotes with credit, but you may not copy or reuse the content commercially without our written permission.
• Information only: Blog articles and other content are general information, not professional advice. We try to keep them accurate and current but do not guarantee this.
• Third-party links: The website may link to other sites, such as LinkedIn or our booking page. Devix is not responsible for their content or practices.
• Availability: We do not guarantee that the website is always available or free of errors, and may change or remove content at any time.
• Privacy and cookies: Personal data collected through the website, including through the contact form, WhatsApp chat or call booking, is handled as described in our privacy policy.
• Liability: To the extent allowed by law, Devix is not liable for damage caused by using the website or relying on its content.

12. General, governing law and contact

• Force majeure: Neither party is liable for a delay or failure caused by events beyond its reasonable control, such as natural disasters, war, strikes, power or internet outages, or government measures. If the event lasts longer than 60 days, either party may end the Agreement with written notice.
• Changes to these Terms: Devix may update these Terms. The version in force when the Order is signed applies to that Agreement. Changes apply to new Orders and to running capacity agreements after 30 days' written notice.
• Entire agreement: The Agreement is the full agreement between the parties on its subject and replaces earlier discussions and proposals.
• Written form: Changes to an Agreement need to be in writing. Email counts as writing.
• Assignment: The Client may not transfer the Agreement to a third party without Devix's written consent.
• Severability: If a provision is invalid or unenforceable, the rest stays in force and the parties replace the provision with a valid one that comes closest to its purpose.
• Language: These Terms may be provided in several languages. If there is a difference between versions, the English version prevails.
• Governing law: The Agreement and these Terms are governed by Portuguese law.
• Jurisdiction: The courts of Leiria, Portugal, have exclusive jurisdiction over any dispute, unless mandatory law says otherwise. The parties will first try to solve a dispute in good faith through direct discussion.

Contact

Devix Portugal, Lda. Rua Comissão da Iniciativa 2A, floor 7, office 703 2410-098 Leiria, Portugal NIF 518796345 Email: hello@devix.tech · Phone: +351 910 712 732 · Website: devixsolutions.com