These General Terms govern the provision of services by Everythink, Lda., hereinafter referred to as "Everythink," to professional, business, or institutional clients, unless otherwise agreed upon in writing between the parties.
1. Object and Scope
1.1. These Terms apply to all services provided by Everythink, including, but not limited to: strategic design, innovation, product design, UX/UI, service design, applied research, prototyping, consulting, conceptual development, and consortium, funded, or co-funded projects.
1.2. Any divergent terms shall only be effective upon express written agreement between the parties.
1.3. Acceptance of a proposal, quote, or award implies full acceptance of these Terms. Divergent terms shall only be effective upon written agreement.
2. Proposals, Quotes, and Validity
2.1. Proposals and quotes presented by Everythink are valid for 15 days, unless otherwise indicated.
2.2. After this period, Everythink reserves the right to review prices, deadlines, or conditions.
2.3. The scope of work is exclusively that described in the approved proposal.
3. Billing and Payments
3.1. For certain assignments, Everythink may request an advance payment.
3.2. Billing is carried out by project phase or as defined in the proposal.
3.3. Invoices are due within a maximum of 30 days, without deductions.
3.4. Non-compliance authorizes the suspension of services.
4. Termination
4.1. In the event of unilateral termination by the Client, compensation of up to 80% of the total agreed value is due, taking into account the work performed and commitments made.
5. Intellectual Property and Usage Rights
5.1. All work is protected by copyright.
5.2. The transfer of usage rights occurs upon full payment.
5.3. Unless otherwise agreed, the rights are:
5.4. If multiple proposals or alternatives are presented, only the selected solution is included in the agreed-upon price.
5.5. Unselected proposals remain the property of Everythink and are confidential.
6. Deliverables and Technical Limitations
6.1. Everythink delivers files and documentation exclusively in the agreed-upon format.
6.2. Unless expressly stated otherwise, native files or engineering data for industrial production are not provided.
6.3. Everythink does not guarantee absolute novelty, technical or industrial feasibility, or economic and commercial suitability.
7. Confidentiality
7.1. Both parties agree to keep all sensitive information obtained within the scope of the project confidential.
7.2. This obligation may continue after the termination of the contract.
8. Liability
8.1. Everythink's liability is limited to direct damages proven to be caused by gross negligence.
8.2. Any liability for indirect damages, loss of profits, or loss of opportunity is excluded.
9. Portfolio, Communication, and Authorship
9.1. Everythink may refer to projects for portfolio and communication purposes after public disclosure by the Client.
9.2. Upon a reasoned request, disclosure may be limited or postponed for strategic or confidentiality reasons.
9.3. Projects that have not been disclosed for more than 3 years may be referred to in a generic manner.
10. Prototyping and Samples
10.1. Everythink is entitled to receive a representative sample of the final work.
10.2. If the cost of materials exceeds €5,000, the item will be provided at cost price.
10.3. This right does not imply an obligation to produce additional units for this purpose.
11. Patents and Inventions
11.1. Patentable inventions developed by Everythink belong to Everythink.
11.2. The Client shall have the right of first refusal for the acquisition or licensing of the rights, and Everythink must be identified as the inventor.
12. Non-Solicitation
12.1. The Client agrees not to recruit or attempt to recruit Everythink employees during the term of the contract and for one year thereafter.
12.2. Non-compliance entails the payment of a penalty equivalent to the employee's annual gross salary.
13. Subcontracting
13.1. Everythink may engage third parties to execute parts of the project.
13.2. Subcontracted services are invoiced with a 15% administrative fee, unless otherwise agreed.
14. Travel, Expenses, and Logistics
14.1. Travel expenses are invoiced separately.
14.2. Travel within the EU: economy class (air) and 1st class (train).
14.3. The transport of materials follows the agreed Incoterms, with the Client being responsible for deliveries.
15. Funded Projects and Consortia
15.1. For funded projects (PRR, Horizon, Erasmus+, others), these Terms apply on a subsidiary basis, without prejudice to:
15.2. In the event of a conflict, the project's contractual instruments shall prevail.
15.3. Intellectual property, access rights, dissemination, and exploitation of results are governed by the specific consortium agreements and the respective Grant Agreement, where applicable.
16. Governing Law and Jurisdiction
16.1. These Terms are governed by Portuguese law.
16.2. Any disputes shall be settled by the courts of the district where Everythink’s headquarters are located, unless mandatory law provides otherwise.
