Terms of Business (ToB)
Last Updated: December 12, 2025
Between:
MATES Unipessoal LDA (hereinafter referred to as the “Agency” or “Provider”), a company registered in Portugal.
And:
The entity or individual accepting the Agency’s Proposal or engaging the Agency’s services (hereinafter referred to as the “Client”).
1. Definitions & Interpretation
1.1 “Agreement” Means these Terms of Business, the Service Level Agreement (SLA), and the specific Proposal or Statement of Work (SOW) agreed between the parties.
1.2 “SLA” Refers to the Agency’s Service Level Agreement, which outlines operational standards, turnaround times, and is incorporated into this Agreement by reference.
1.3 “Deliverables” Means the final assets (images, code, video, copy) produced for the Client.
1.4 “Design System” Means the Agency’s proprietary Figma component libraries, tokenized design structures, and reusable code frameworks used to generate Deliverables such as Stripo Modules.
2. Acceptance & Scope
2.1 Acceptance Acceptance of a Proposal, payment of a deposit, or written instruction to proceed constitutes acceptance of these Terms and the associated SLA.
2.2 Precedence These Terms take precedence over any purchase order terms provided by the Client.
2.3 Changes Either party may request a change to the Services or this Agreement. Any change will be effective only when agreed in writing by both parties, including any adjustment to scope, timelines, or fees. No change shall be deemed agreed by conduct alone.
3. Relationship of Parties
3.1 Relationship Nothing in this Agreement creates an employment, agency, or partnership relationship between the Client and any individual engaged by MATES.
3.2 Contractors MATES may perform the Services using employees, contractors, or subcontractors at its discretion. The Agency remains responsible for the performance of the Services regardless of whether they are carried out by employees or contractors.
4. Retainer Structure & Usage
4.1 Nature of Retainer A Retainer agreement secures a guaranteed amount of the Agency’s time, capacity, or specific deliverables per month.
4.2 Guaranteed Availability The Retainer fee purchases the reservation of resources. Consequently, the fixed monthly fee is due in full regardless of whether the Client utilizes the full allowance of time or deliverables during that month. The Retainer secures availability and capacity, not a guaranteed volume of output unless expressly stated in the Proposal.
4.3 No Rollover Unused hours, credits, or deliverable allowances do not roll over to the following month. The allowance resets on the first day of each billing cycle.
4.4 Overages Work requested by the Client that exceeds the agreed monthly retainer allowance will be billed as an “Overage.” Overage fees will be calculated at the hourly or per-item rate specified in the Proposal and added to the subsequent month’s invoice. The Agency will notify the Client when the retainer limit is being approached.
4.5 Expenses Reasonable pre-approved out-of-pocket expenses, including travel and accommodation where applicable, may be charged to the Client at cost.
5. Fees & Payment Terms
5.1 Project Fees For fixed-price projects (non-retainer), a deposit (typically 50%) is required before work commences. The balance is due upon completion or prior to the release of final files.
5.2 Retainer Billing Monthly retainer invoices are issued on the [1st] of each month.
5.3 Payment Terms All invoices are payable within 30 days of the invoice date.
5.4 Late Payment The Agency reserves the right to charge interest on overdue invoices at the statutory rate permitted under Portuguese law.
5.5 Suspension of Service If an invoice remains unpaid for more than [15] days past the due date, the Agency reserves the right to pause all work, withhold deliverables, and suspend ESP management services until the account is brought current. The Agency is not liable for any damages (e.g., missed campaign revenue) resulting from a suspension due to non-payment.
5.6 Third-Party Costs Unless expressly stated otherwise, the Client is responsible for paying all third-party software costs directly (e.g., Klaviyo subscriptions, Shopify fees, font licenses, stock image purchases).
5.7 Inflation The Agency reserves the right to increase Retainer fees once per 12-month period, following the first 12 months of the Agreement being in effect. Any such increase will take effect on 1 January of the applicable year, upon written notice to the Client, and will not exceed the higher of (i) the official Portuguese inflation rate (Índice de Preços no Consumidor – IPC) published by INE, or (ii) 5%.
5.8 Taxes All fees are exclusive of VAT or any similar taxes, which will be charged in addition where applicable in accordance with applicable law
6. Client Obligations
6.1 Materials & Approval The Client agrees to provide all necessary materials (copy, images, brand guidelines) and approvals within the timeframes set out in the SLA.
6.2 IP Warranty The Client warrants that they own or have the right to use all materials provided to the Agency, and that such materials do not infringe on the rights of any third party.
6.3 Platform Access The Client is responsible for providing access to necessary platforms (ESP, CMS, Ad Accounts).
6.4 Standardized Communication To maintain response times and operational efficiency, the Agency utilizes Slack and Email as its exclusive communication channels. The Agency does not support daily communication or project management via client-specific internal platforms (e.g., Microsoft Teams, WhatsApp, Discord) unless specifically stipulated otherwise in the Agreement. Slack Connect access is included in all Retainer agreements.
6.5 Client Delays The Agency shall not be responsible for delays or failure to meet deadlines caused by the Client’s failure to provide materials, approvals, or access within agreed timeframes. Any such delays may result in revised timelines and/or additional fees.
7. Intellectual Property (IP) & Ownership
7.1 Final Deliverables Upon full payment of all outstanding fees, the Agency grants the Client full ownership and title to the Final Deliverables (e.g., Figma files, final HTML files, exported visuals, video renders, project working files etc) for use in their business.
7.2 Proprietary Design System The Agency retains all ownership rights to its background know-how, methodologies, and the “Design System” (Reusable Figma component libraries, and source architecture, design tokens, Stripo coded modules) used to create the Deliverables. The Client receives a license to use the output of the Design System but does not own the System itself.
7.3 Buyout Option The Client may purchase the transfer of the Design System source files for a “Release Fee,” to be negotiated based on the complexity of the system at the time of transfer.
7.4 Portfolio Rights The Agency retains the right to use the Deliverables and the Client’s name/logo for self-promotion (portfolio, case studies, social media) unless a Non-Disclosure Agreement (NDA) specifically prohibits this.
8. Revisions & Changes
8.1 Revision Limits Included revisions are defined in Section 6 of the SLA.
8.2 Scope Creep Any work requested outside the agreed Scope of Services will be considered an “Additional Request” and charged at the Agency’s standard hourly rate or quoted as a separate project.
9. Data Protection & GDPR
9.1 Processor Role In the course of ESP Management, the Agency acts as a Data Processor and the Client as the Data Controller.
9.2 Compliance Warranty The Client warrants that all email lists provided to the Agency have been collected in compliance with GDPR (or relevant local regulations like CAN-SPAM/CCPA).
9.3 Processing Limitations The Agency will process data solely for the purpose of executing the agreed services and will not share data with third parties unless required by law or instructed by the Client.
9.4 Data Breach Notification The Agency shall notify the Client without undue delay upon becoming aware of a personal data breach affecting Client data and shall cooperate reasonably to meet applicable legal obligations.
10. Warranties & Liability
10.1 Service Standard The Agency warrants that services will be performed with reasonable skill and care in accordance with industry standards.
10.2 No Performance Guarantee While the Agency employs best practices, it does not guarantee specific commercial results (e.g., open rates, conversion rates, ROI), as these are influenced by factors beyond the Agency’s control.
10.3 Third-Party Platforms The Agency is not liable for acts, omissions, or service interruptions of third-party platforms (e.g., Klaviyo, Meta, Shopify).
10.4 Limitation of Liability To the maximum extent permitted by law, the Agency’s total liability to the Client for any claim arising under this Agreement shall be limited to the total fees paid by the Client to the Agency in the three (3) months preceding the claim.
10.5 Indirect Damages The Agency shall not be liable for indirect, special, or consequential damages, including loss of profit or data.
11. Termination
11.1 Project Termination Either party may terminate a fixed-term project with written notice. In such cases, the Client shall pay for all work completed up to the date of termination. Deposits are non-refundable.
11.2 Retainer Termination Recurring retainer agreements may be terminated by either party with 60 days’ written notice.
11.3 Immediate Termination The Agency may terminate this agreement immediately if the Client fails to pay invoices, becomes insolvent, or exhibits abusive behavior toward Agency staff.
11.4 Non-solicitation The Client agrees not to solicit, recruit, or hire any personnel of the Agency for the duration of this Agreement and for 12 months thereafter. If the Client hires an Agency staff member, the Client agrees to pay a Placement Fee equal to 50% of the employee’s new annual salary to compensate the Agency for recruitment and training costs.
11.5 Term and Renewal Unless otherwise stated, this Agreement will automatically renew for successive periods of the same length unless terminated by either party in accordance with this section.
12. Force Majeure
12.1 Uncontrollable Events Neither party shall be liable for failure to perform its obligations (excluding payment obligations) due to causes beyond its reasonable control (e.g., natural disasters, war, pandemic, internet infrastructure failure).
13. Dispute Resolution & Jurisdiction
13.1 Dispute Resolution In the event of a dispute arising out of or in connection with this Agreement, the parties agree to first attempt to resolve the matter in good faith through discussion. If the dispute cannot be resolved, either party may pursue any remedies available at law.
13.2 Applicable Law This Agreement shall be governed by and construed in accordance with the laws of Portugal.
13.3 Jurisdiction The courts of Lisbon, Portugal shall have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement.