1. Services

1.1 Loop Future will provide the services described in the Proposal (“Services”) with reasonable skill and care, in a professional and competent manner, and in accordance with generally accepted industry standards.

1.2 Any change to the scope of Services must be agreed in writing by both parties. Where a change affects fees or timescales, Loop Future will provide an updated quotation before proceeding.

1.3 Loop Future may use employees, consultants or subcontractors to deliver the Services. Loop Future remains responsible for the quality and delivery of the Services regardless of who carries them out.

1.4 The Customer will provide Loop Future with timely access to all information, resources, systems, tools and personnel reasonably required to perform the Services. Delays or failures on the Customer’s part may affect timescales and cost, for which Loop Future will not be responsible.

1.5 Loop Future may use artificial intelligence tools, including large language models and AI-assisted development tools, in the delivery of the Services. All outputs produced with AI assistance remain subject to human review by Loop Future personnel and are held to the same quality standards as any other deliverable. Use of AI tools does not affect the intellectual property provisions in Clause 4 and does not give rise to any additional rights or obligations beyond those set out in these Terms.

1.6 Where the Services are delivered against defined milestones or deliverables, each deliverable will be deemed accepted by the Customer 10 days after Loop Future notifies the Customer of its delivery, unless within that period the Customer has: (i) notified Loop Future in writing of specific material defects (meaning defects of critical or high severity that substantially prevent the deliverable from meeting its defined purpose); and (ii) provided clear written documentation evidencing those defects. Minor, low-severity or cosmetic issues do not prevent deemed acceptance. Once a deliverable has been accepted — whether expressly or by passage of time — acceptance is final and cannot be reversed. Any subsequently identified defects may be raised as a separate matter to be addressed in good faith.

2. Fees and payment

2.1 Fees are as set out in the Proposal and are exclusive of VAT and any other applicable taxes, which will be added at the prevailing rate.

2.2 Loop Future will invoice monthly in arrears for services rendered during that month, or at milestones set out in the Proposal.

2.3 Invoices are due for payment within 15 days of the invoice date. Payment should be made to the bank details shown on the invoice.

2.4 If any undisputed amount remains unpaid for more than 7 days after its due date, interest will accrue at 7 percentage points above the European Central Bank’s main refinancing rate, calculated from the original due date until the date of payment.

2.5 If any undisputed amount remains unpaid for more than 90 consecutive days, Loop Future may treat this as a material breach and terminate the engagement with immediate effect, without prejudice to any other rights or remedies.

2.6 Any expenses will only be charged where pre-approved in writing by the Customer, and will be charged at cost.

2.7 If you dispute any part of an invoice, you must notify us in writing within 15 days of receipt, setting out the basis for the dispute. Undisputed portions remain payable on the normal due date.

3. Term and termination

3.1 These Terms take effect on the date the Customer accepts the Proposal and continue until the Services are complete and all amounts have been paid, unless terminated earlier under this clause.

3.2 Either party may terminate by giving not less than 40 working days’ written notice. The Customer remains liable for all fees for Services performed up to the effective date of termination.

3.3 Either party may terminate immediately by written notice if the other party commits a material breach of these Terms that, where capable of remedy, has not been remedied within 30 days of written notice specifying the breach and requiring its remedy.

3.4 Either party may terminate immediately by written notice if the other party becomes insolvent, enters administration or receivership, makes an arrangement with creditors, or has a winding-up order made against it.

3.5 Clauses 4 (Intellectual Property), 5 (Confidentiality), 6 (Data Protection), 7.2 (Non-Solicitation) and 9 (Limitation of Liability), and any amounts accrued and unpaid at the date of termination, will survive termination.

3.6 Where the Customer terminates a fixed-price or milestone-based engagement under Clause 3.2, Loop Future shall be entitled to payment for all work completed up to the effective date of termination. The value of work completed will be determined by Loop Future in good faith based on the percentage of the total agreed scope completed. Loop Future will provide a written assessment of the percentage of completion and corresponding fee, and on request will make available any partial deliverables completed at that date.

4. Intellectual property

4.1 Each party retains ownership of intellectual property it owned before the engagement began (“Background IP”). Nothing in these Terms transfers Background IP.

4.2 Subject to full payment of all fees due, all intellectual property rights in any materials, software, documentation or other deliverables created specifically for the Customer under the Proposal (“Deliverables”) will vest in the Customer upon creation.

4.3 Loop Future grants the Customer a non-exclusive, perpetual, royalty-free licence to use any Loop Future Background IP incorporated into the Deliverables, to the extent necessary to use the Deliverables for their intended purpose.

4.4 The Customer grants Loop Future a non-exclusive licence to use any Customer materials or Background IP provided to Loop Future solely for the purpose of performing the Services.

5. Confidentiality

5.1 Each party agrees to keep strictly confidential all non-public information disclosed by the other party in connection with the Services, including technical, commercial, financial and personal data (“Confidential Information”).

5.2 Each party shall: (i) use Confidential Information only for the purposes of the engagement; (ii) not disclose it to any third party without prior written consent, except to employees, consultants or advisers who need to know it and are bound by equivalent confidentiality obligations; and (iii) apply at least the same degree of care to protect it as it applies to its own confidential information of a similar nature.

5.3 These obligations do not apply to information that: (i) is or becomes publicly available other than through a breach of these Terms; (ii) was already known to the Receiving Party before disclosure; (iii) is independently developed without reference to the Confidential Information; (iv) is received from a third party not under any obligation of confidentiality; or (v) is required to be disclosed by law or court order, provided prompt prior written notice is given where permitted.

5.4 These confidentiality obligations survive termination for three (3) years.

5.5 On termination, or on request, each party will promptly return or securely destroy all Confidential Information of the other party and confirm in writing that it has done so.

6. Data protection

6.1 Each party will comply with all applicable data protection legislation, including GDPR (EU) 2016/679 and Portuguese Data Protection Law (Lei n.º 58/2019, de 8 de agosto).

6.2 Where Loop Future processes personal data on behalf of the Customer as a data processor, the parties will enter into a separate Data Processing Agreement before such processing begins. Where no DPA has been entered into, each party acts as an independent data controller in respect of any personal data shared between them.

6.3 Each party will promptly notify the other of any actual or suspected personal data breach relating to data processed in connection with the Services, and will cooperate to address the breach and meet applicable regulatory notification obligations.

7. Consultant status and non-solicitation

7.1 Loop Future’s consultants and employees are not employees or agents of the Customer and are not entitled to any employee benefits provided by the Customer.

7.2 During the engagement and for 12 months after it ends, the Customer shall not directly or indirectly solicit, recruit or engage any Loop Future consultant or employee who has worked on the Customer’s project. If the Customer wishes to hire a Loop Future consultant directly, a separate arrangement can be agreed with Loop Future. In the event of a breach of this clause, a fee equivalent to 6 months of the relevant consultant’s full-time day rate will become immediately payable.

8. Warranties

8.1 Loop Future warrants that: (i) it has the right and authority to provide the Services; (ii) the Services will be performed with reasonable skill, care and professional competence; and (iii) to Loop Future’s knowledge at the time of delivery, the Deliverables will not infringe any third-party intellectual property rights.

8.2 The Customer warrants that: (i) it has the right and authority to enter into this engagement on these Terms; (ii) it will provide Loop Future with accurate and complete information and materials required for the Services; and (iii) it will pay all amounts due in accordance with these Terms.

9. Limitation of liability

9.1 Neither party shall be liable to the other for any indirect, consequential, incidental or special loss or damage, including loss of profit, loss of revenue or loss of data, however arising.

9.2 Loop Future’s total aggregate liability to the Customer under or in connection with these Terms and the relevant engagement shall not exceed the total fees paid by the Customer to Loop Future under the relevant Proposal.

9.3 Nothing in these Terms limits or excludes liability for: (i) death or personal injury caused by negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any other liability that cannot be limited or excluded under applicable law.

10. Anti-corruption

Each party represents, warrants and undertakes that it will comply with all applicable anti-corruption laws, including the Portuguese legal framework on corruption in the private sector (Lei n.º 20/2008, de 14 de Abril, as amended), the relevant provisions of the Portuguese Penal Code, and Directive (EU) 2017/1371. Neither party will offer, promise, give or accept any bribe, facilitation payment or other improper benefit in connection with the Services.

11. Force majeure

Neither Loop Future nor the Customer shall be liable for any failure or delay in performing its obligations if such failure or delay results from circumstances beyond its reasonable control, including acts of God, war, strikes, government action, or network/infrastructure failures. The affected party shall notify the other as soon as reasonably possible and shall resume performance promptly once the circumstances cease.

12. General

12.1 Governing law and jurisdiction. These Terms and any dispute arising from or in connection with them are governed by Portuguese law. The parties submit to the exclusive jurisdiction of the courts of Lisbon.

12.2 Entire agreement. These Terms, together with the Proposal, constitute the entire agreement between the parties in respect of the Services. Where the Proposal explicitly addresses a specific matter in terms that differ from these Terms, the Proposal shall take precedence on that specific matter. In all other respects, these Terms govern.

12.3 Amendments. Any amendment to these Terms or to the Proposal must be agreed in writing by both parties.

12.4 Waiver. Failure to exercise, or delay in exercising, any right under these Terms does not constitute a waiver of that right.

12.5 Assignment. Neither party may assign its rights or obligations under these Terms without the prior written consent of the other, except in connection with a merger, acquisition or sale of substantially all of its assets.

12.6 Severability. If any provision of these Terms is found invalid or unenforceable, the remaining provisions continue in full force.

12.7 Notices. All notices must be in writing and sent by email with read receipt or by registered post to the addresses set out in the Proposal or otherwise notified in writing.

12.8 Third parties. These Terms do not give rise to rights enforceable by any third party.

Contact

Loop Future – Desenvolvimento de Soluções Tecnológicas, S.A.
Company number: 515854182
Registered office: Estrada Nacional 222, 5150-645 Vila Nova de Foz Côa, Portugal
Legal enquiries: manuel.tovar@loopfuture.com