Website Terms and Conditions of Use
1) Definitions
a)For the purposes of this document, the following terms mean:
(1)Website: the domain netwiz.pt, including subdomains controlled by Netwiz Systems and, where applicable, checkout pages on the same domain.
(2)User: any natural or legal person who accesses, browses or uses the Website.
(3)Customer: a User who purchases services through the Website or by means made available on it.
(4)Services: all services and solutions provided or made available by Netwiz Systems, advertised, supplied or marketed through the Website, including professional services (such as consultancy, development, digital communications, support and training) and the Netwiz Solutions/Platforms, as well as any other products, features, services or brands that may be added to the Website in future.
(5)Leads/Contact Requests: requests for information, proposals, quotations or appointments submitted by a User through forms, chat or other Website channels.
(6)Partners/Third Parties: external entities to which the Website may refer by link, technical integration or associated payment methods or services.
(7)Virtual Assistant: a Website chat feature for initial triage, navigation assistance, answering simple enquiries and routing contacts, which may operate through human intervention, when available, and/or automated or artificial-intelligence-assisted responses.
(8)Account: the authentication (login) area associated with a User/Customer, including credentials, profiles, permissions, settings and usage history, which is required to access restricted features, subscriptions and/or Netwiz platforms.
(9)Netwiz ID: the single identification and authentication system provided by Netwiz Systems, enabling a User, Customer or Authorised User to use their own credentials or an equivalent mechanism to access Netwiz Solutions/Platforms, restricted areas, products, services, subscriptions, licences or features to which they are legitimately entitled, in accordance with the applicable plan, contract, permissions, user profile and Specific Terms. Netwiz ID does not, of itself, confer a right to access all Netwiz Systems products or services; access depends on active subscriptions, licences, permissions or authorisations.
(10)SLA (Service Level Agreement): an express written agreement forming part of the Specific Terms for a service, plan or subscription, setting out objective service-level measures (in particular availability, maintenance windows and incident response times) and, where applicable, service credits or compensation.
(11)Mandatory statutory rights: non-derogable legal rules, particularly those applying to consumer (B2C) relationships and other matters in which the law does not permit rights to be waived, excluded or limited by agreement; these rules prevail over these terms in the event of a conflict.
(12)Netwiz Solutions/Platforms: digital solutions, software, platforms, plugins, extensions, add-ons, APIs, modules, applications, restricted areas, digital tools, comparison tools, directories, marketplaces, search portals, advertising platforms, SaaS services, licences to use and other technology products made available under the Netwiz brand and operated, licensed, integrated, distributed or marketed by Netwiz Systems. They include, among others, Netwiz SocialHub, Netwiz LeadDesk, Netwiz TalentHub, Netwiz Nexus, Netwiz Intelligence, Netwiz Consent Manager, online-course comparison platforms and any other solutions developed, made available, integrated, licensed or distributed by Netwiz Systems in future.
(13)Product/Software Documentation: technical, functional, commercial, contractual or operational documentation supplied by Netwiz Systems for a particular Netwiz Solution/Platform, software product, plugin, extension, add-on, API, module, licence, subscription, platform, comparison tool, directory, marketplace, search portal, advertising feature or digital service. This includes manuals, installation instructions, technical requirements, configuration guidance, product pages, documentation published in repositories, marketplaces or restricted areas, changelogs, release notes, support policies, plans, usage limits, publication rules, ranking criteria, featured-placement rules, advertising, compatibility information, technical notices and other product- or service-specific information.
(14)Subscription/Plan: a model of continuing access to Netwiz Solutions/Platforms in return for recurring payment or an equivalent arrangement, with conditions, limits, features, frequency, price and rules on use, renewal and cancellation defined when the Customer signs up and/or in the applicable Specific Terms.
(15)Customer Data: any data, content, files, databases, records, messages, contacts, leads, interactions, images, documents, commercial or operational information, personal or non-personal data, and any other materials entered, uploaded, imported, synchronised, transmitted, generated, processed or stored by the Customer, its Authorised Users, its End Customers or third parties for whom it is responsible in connection with use of the Website, Account, Netwiz Solutions/Platforms, integrations/APIs, automations, AI features or contracted services.
(16)Content: all elements made available on the Website and/or through Netwiz Solutions/Platforms, including text, images, videos, trade marks, logos, distinctive signs, graphics, layout, code, documentation, databases, structure and features.
(17)Durable medium: any means that enables a consumer to store information addressed personally to them, access it later for an adequate period and reproduce it unchanged, such as paper, email or a PDF document.
(18)Specific Terms: documents, proposals, quotations, contracts, service or course descriptions, order confirmations, plan or subscription conditions, SLAs, data processing agreements (“DPAs”), application forms, checkout pages or other particular conditions accepted by or provided to the Customer for a given service, course, plan, subscription, licence, solution, platform or transaction. They supplement this document and prevail in the specific matters they govern, without prejudice to applicable mandatory statutory rights.
(19)Authorised Users: natural persons expressly authorised by the Customer to access or use the Account, restricted areas, Netwiz Solutions/Platforms, features, integrations/APIs or contracted services within the Customer's organisation and for the purposes permitted by the applicable plan, subscription, licence, proposal, contract or Specific Terms. The Customer is responsible for ensuring that Authorised Users comply with this document, the Specific Terms and applicable security rules, and is liable for their acts, omissions, access, configurations, instructions, uploads, approvals and use.
(20)Integration/API: interfaces, APIs, webhooks, connectors, keys, tokens, credentials, permissions, automations, synchronisations or any technical mechanisms connecting the Website, Account or Netwiz Solutions/Platforms to the Customer's systems, social networks, payment methods, communication tools, artificial intelligence services, databases, external platforms or third-party services, for the exchange, reading, sending, processing, updating, automation or synchronisation of data, content, instructions, events, permissions or features belonging to Netwiz Systems, the Customer or third parties.
(21)Licence to Use: a limited, non-exclusive, non-transferable and non-sublicensable permission, revocable under the applicable contractual terms and conditional on compliance with this document and the Specific Terms and payment of the amounts due. It allows the Customer to access and use a specified Netwiz Solution/Platform, software product, feature, module, restricted area, integration or digital service solely for permitted internal purposes and for the contracted period. A Licence to Use does not transfer ownership or copyright, grant access to source code, or confer title to software, infrastructure, architecture, models, databases, automations, prompts, AI, know-how, methodologies or any technological components of Netwiz Systems.
(22)Customer's End Customer: any natural or legal person who is a customer, prospective customer, lead, user, contact, follower, communication recipient, visitor, buyer, learner, participant, interested party or other third party connected with the Customer's activities, whose data, interactions, content, messages, requests, purchases, contacts or information may be entered, collected, synchronised, processed or managed by the Customer through the Website, Netwiz Solutions/Platforms, integrations/APIs, automations, AI features or contracted services.
2) Purpose and scope
a)These terms govern access to, browsing of and use of the Website, including viewing content, submitting contact requests and, where available, online contracting and payment features.
b)The Website serves both B2B relationships with companies, professionals and organisations and B2C relationships with consumers. Certain services, plans, subscriptions, licences or Netwiz Solutions/Platforms may be available only to particular Customer profiles, as stated on the Website, in the Specific Terms or during the contracting process. Where services, digital products, digital content, training, courses, plans, subscriptions, licences or Netwiz Solutions/Platforms are purchased, the following apply together:
i)this document, insofar as it applies to access to, browsing and use of the Website, the Account, restricted areas, checkout and general rules of use;
ii)the Specific Terms applicable to the particular service, course, plan, subscription, licence, solution, platform, proposal, contract or order confirmation accepted or purchased by the Customer.
c)Accessing or using the Website, submitting requests, creating an Account, purchasing services, joining plans or subscriptions, acquiring licences or using Netwiz Solutions/Platforms requires the User or Customer to have legal capacity to do so. If acting for a legal person, company, organisation or other third party, the User represents and warrants that they have sufficient authority, permission or legal standing to carry out the relevant acts, provide information, accept terms, request services, configure access, approve proposals, make payments and bind the represented entity. The User is responsible for any acts performed without sufficient authority or permission.
3) Acceptance of terms and updates
a)By accessing, browsing or using the Website, the User declares that they have read this document and agrees to comply with the rules applicable to Website use, in the version published on the date of access. Where an Account is created, a restricted area is used, an online contract or checkout is completed, a subscription or plan is joined, a licence or service is purchased, or Specific Terms are accepted, acceptance of this document and the applicable documents may be requested through an express act by the User or Customer. Such acts may include ticking a box, clicking a confirmation button, signing, giving electronic confirmation, registering an Account, making a payment, placing an order or using another means capable of evidencing acceptance.
b)Netwiz Systems may update this document at any time. The new version takes effect when published on the Website in relation to future access, browsing and use, without prejudice to accrued rights, contracts being performed, Specific Terms already accepted, mandatory legal rules and applicable consumer-law regimes. Where changes are materially relevant to ongoing plans, subscriptions, licences, continuing services or contracted features, Netwiz Systems will make reasonable efforts to communicate them by appropriate electronic means. The changes take effect as communicated, without prejudice to the Customer's right to cancel or decline to renew the service where the applicable terms or law provide for that right.
c)Where the Website offers online contracting and payment, restricted areas, plans, subscriptions, licences, Netwiz Solutions/Platforms or services subject to Specific Terms, those Specific Terms prevail over this document only as to the particular matters they govern. This document remains applicable in all respects not expressly excluded or regulated by the Specific Terms, including Website access and use, Account rules, security, intellectual property, limitations of liability, data protection, cookies, complaints, governing law and dispute resolution.
d)Use of the Website and, where applicable, Netwiz Solutions/Platforms is also subject to supplementary documentation published online. This includes the Privacy Policy, the Cookies and Similar Technologies Policy, information about Complaints, the Complaints Book and Alternative Dispute Resolution, and the Specific Terms applicable to each service, plan, subscription or contract. These are separate documents governing their own subject matter and may be updated independently of this document, subject to the coordination described in the Scope Note and applicable mandatory legal rules.
e)General safeguard (B2C): in consumer (B2C) matters, nothing in this document excludes, limits or prejudices a consumer's mandatory statutory rights. Mandatory legal rules prevail in the event of a conflict. References throughout this document to “without prejudice to mandatory statutory rights” merely restate this general safeguard.
f)Use of each Netwiz Solution/Platform, software product, plugin, extension, add-on, API, module or feature may also be subject to its Product/Software Documentation, licence terms, technical documentation, support policy, release notes, technical requirements and other applicable product-specific conditions. These supplement this document in the particular matters they govern.
4) Access to the Website, availability and rules of use
a)Access to and browsing of the Website are generally free of charge, although certain areas, features or services may require a contract and payment.
b)Netwiz Systems makes reasonable efforts to ensure the Website is available and functions properly. However, interruptions, restrictions or failures may occur for technical reasons, scheduled maintenance, updates, security, force majeure or events attributable to third parties.
c)Netwiz Systems may at any time suspend, restrict, limit, block or prevent access to all or part of the Website or to particular features, forms, authentication areas, integrations, content or means of interaction where necessary or appropriate for reasons of security, maintenance, updating, prevention of abuse or fraud, spam protection, legal compliance, an order of a competent authority, protection of the rights of Netwiz Systems or third parties, abnormal use, attempted unauthorised access, technical overload, risk to Website integrity or use inconsistent with this document.
d)The User undertakes to use the Website diligently, responsibly and lawfully, and to refrain from acts that may compromise the integrity, security, availability or reputation of the Website, Netwiz Systems or third parties.
e)Where the Website provides forms, chat, authentication areas, an Account, checkout, quotation requests, subscriptions, payments or other interactive features, the User or Customer warrants that all information provided is accurate, current, complete, lawful and suitable for its intended purpose. This includes identification and contact details, billing data, technical information, requirements, instructions, content, commercial information and data needed to enter into or perform a contract. The User or Customer is responsible for errors, delays, inability to contact them, billing failures, inaccuracies, rejections, additional costs or other consequences arising from inaccurate, incomplete, outdated or illegitimate information or information supplied by a person lacking sufficient authority.
f)The Website and its contracting, payment, subscription, Account-creation and restricted-area features, Netwiz Solutions/Platforms, courses and digital services are not intended to be contracted for or used independently by minors or people who lack sufficient legal capacity. Where a User is a minor or lacks capacity to enter into legal transactions, their legal representative must carry out or validly authorise the use, enrolment, contracting or payment, and will be responsible for the acts performed, information supplied and obligations arising from that use or contract.
5) User conduct and prohibited uses
a)The User undertakes not to use the Website and/or Netwiz Solutions/Platforms for unlawful or abusive purposes, or in a manner contrary to these terms, public order or accepted standards of conduct.
b)In particular, the User is expressly prohibited from:
i)accessing or attempting to access areas, systems, accounts or data without authorisation;
ii)interfering with, circumventing, disabling or compromising security, authentication or access-control measures;
iii)introducing, spreading or attempting to spread malware, malicious code, viruses, bots, exploits or any routines designed to damage, interrupt or degrade the Website;
iv)reproducing, copying, extracting, collecting, indexing, downloading, storing, reusing, aggregating or exploiting content, data, structures, layouts, interfaces, documentation, workflows, features, technical elements, commercial information or any component of the Website and/or Netwiz Solutions/Platforms by automated or semi-automated means, including scraping, crawling, data mining, harvesting, bots, spiders, scripts, extraction tools or bulk data collection, or using them to train, validate, test, improve or develop systems, models, algorithms, artificial intelligence tools or competing products or services, without the prior express written authorisation of Netwiz Systems;
v)sending or promoting spam, unsolicited messages or improper advertising, or using forms or chat repeatedly, fraudulently or disruptively;
vi)using the Website to infringe third-party rights, including intellectual property, privacy, data-protection, image or trade-secret rights;
vii)entering, transmitting or making available false, defamatory, offensive, discriminatory or threatening content, or content inciting violence;
viii)using the Website in a way that causes overload, reduced performance, unavailability or any technical damage to the Website or associated infrastructure;
ix)performing load, performance, stress, security, vulnerability, intrusion, technical-exploitation or benchmarking tests, comparative assessments, external audits or any technical tests of the Website, Account, restricted areas, Netwiz Solutions/Platforms, integrations/APIs or associated infrastructure without the prior express written authorisation of Netwiz Systems; or using the Website, demonstrations, interfaces, documentation, workflows, features, responses, results, processes or configurations of Netwiz Systems for competitor analysis, functional replication, development, validation, comparison or promotion of competing products or services.
c)Netwiz Systems may adopt technical and organisational measures to prevent or mitigate misuse, including access limits, IP-address blocking, feature restrictions and other proportionate security measures.
d)Without prejudice to other legal measures, a breach of this section may result in suspension or blocking of the User's access and in Netwiz Systems exercising its rights to protect its interests, including claiming damages where legally permitted.
e)Where the Website allows a User to upload, send, submit or make available materials, files, content, messages, images, documents, data or other items, the User is solely responsible for them and warrants that they hold all rights, licences, authorisations, consents and legal grounds needed for their use, submission and processing. The User grants Netwiz Systems a limited, non-exclusive, royalty-free authorisation to host, store, technically reproduce, analyse, process, technically adapt, transmit or use those items only insofar as strictly necessary to operate the Website, respond to the request, provide the service, ensure security, provide support, conduct audits, prevent abuse, comply with the law or defend rights. Netwiz Systems may remove, block, refuse or restrict access to materials that are unlawful, abusive, unsafe, inappropriate, infringe third-party rights or conflict with this document.
6) Content, automated tools and non-binding information
a)Content made available on the Website is for information purposes and may be changed, updated or removed at any time without prior notice.
b)Netwiz Systems seeks to keep information accurate and up to date but does not guarantee that the Website will always be free from errors, omissions, inaccuracies or outdated information, or that content will be continuously available.
c)Unless expressly stated otherwise, Website content is not a binding contractual offer. Prices, timeframes, terms, technical specifications, availability and other commercial details become final only upon formal confirmation under the rules applicable to the service and the contracting process.
d)The Website may refer to results, methodologies, good practices, examples or use cases. Such references do not guarantee performance or future results or promise any particular outcome, which will always depend on the circumstances, requirements, implementation and external factors.
e)Where the Website provides automated tools, diagnostic forms, simulators, questionnaires, recommendation mechanisms, preliminary quotations, estimates, automated results or equivalent features, their results are indicative, informative and preliminary only. They are not a contractual offer, professional advice, guarantee of results, commitment to perform, final price, definitive deadline or complete technical validation. A contract for any service always depends on express confirmation by Netwiz Systems, assessment of applicable requirements and acceptance of the corresponding Specific Terms.
7) Contact requests, lead generation and communications
a)The Website may provide forms, chat and other means for submitting contact, quotation or information requests or appointment requests, including for lead generation.
b)When submitting a request through the Website, the User undertakes to provide the details needed to process it and acknowledges that Netwiz Systems may ask for further clarification.
c)Submitting a contact request, quotation request, appointment request, diagnostic request, form, chat conversation, proposal request or any other communication through the Website does not, in itself, constitute a contractual offer, acceptance, reservation of availability, commitment to perform, obligation to respond within a specified time, obligation to submit a proposal, start of a contractual relationship or commitment by Netwiz Systems. Any contract depends on internal review, operational availability, technical suitability, express acceptance by Netwiz Systems, approval of the applicable Specific Terms and, where due, payment of the relevant amounts.
d)Communications arising from requests submitted through the Website, including responses to contact requests, clarifications and proposals, are made electronically. Netwiz Systems may use customer relationship management (CRM) tools and other technical providers needed to handle the request, in accordance with the Privacy Policy.
e)Netwiz Systems may use the contact details supplied by the User or Customer for communications needed to respond to contact requests, provide clarifications, send proposals, perform contracts, manage the Account, provide support, issue invoices, ensure security or comply with legal obligations. Commercial, promotional or informational messages, newsletters, campaigns and marketing about products, services, training or content will be sent only where there is an appropriate legal basis, including consent where required. The User may withdraw consent or object to such messages through the mechanism provided in the message or using the general contact details at the start of this document, without affecting communications strictly necessary to handle requests, perform contracts or comply with legal obligations.
f)Netwiz Systems may set technical rules and reasonable limits to protect against abuse, including submission-frequency controls, anti-spam measures and automated validation, and may reject requests that are manifestly abusive, fraudulent or non-compliant.
8) Intellectual property and licence to use
a)The Website and all its content and constituent elements, including text, images, trade marks, logos, distinctive signs, videos, graphics, layout, code, databases, structure, features and other materials (the “Content”), belong to Netwiz Systems or to third parties who have lawfully authorised their use and are protected by intellectual property rights and other applicable laws.
b)The User is granted a limited, non-exclusive, non-transferable and revocable licence to access and use the Website for personal or internal professional purposes, strictly within the features made available and for the purposes set out in these terms.
c)Without Netwiz Systems' prior express written authorisation, reproducing, copying, distributing, communicating to the public, making available, modifying, translating, adapting, reverse engineering, extracting data from or otherwise exploiting all or part of the Content by any means is prohibited where it exceeds the use permitted in the preceding paragraph.
d)Access to the Website or use of any feature does not give the User any intellectual property rights in Netwiz Systems' Content, trade marks or distinctive signs.
e)Where the Website makes downloads, documents, guides, checklists, templates, models, training materials, technical resources, informational content or other support materials available, their use is subject to the Specific Terms communicated at the time of access or download. These may restrict use, reproduction, adaptation, sharing, reuse and commercial exploitation. Unless expressly stated otherwise, these materials are general information only. They are not legal, tax, accounting, technical, commercial, financial or other professional advice and do not remove the need for the User or Customer to check their suitability before using them in a particular situation.
f)Access to the Website, restricted areas, demonstrations, proposals, sales materials, documentation, features, Netwiz Solutions/Platforms or any other items made available by Netwiz Systems does not grant a User or Customer ownership, title, an implied licence, a right to exploit or access to source code, architecture, data models, databases, workflows, automations, prompts, AI models, technical documentation, methodologies, processes, know-how or any technological, commercial or operational components of Netwiz Systems, except under prior express written authorisation, a Licence to Use specifically granted or an express provision of the applicable Specific Terms.
9) Online Sales and Hiring of Services
a)The Website may provide online contracting and payment features for services, digital products, digital content, training, courses, packs, audits, consultancies, agreements, plans, subscriptions, usage licenses, access to Netwiz Solutions/Platforms and other digital solutions, with checkout on the domain itself or through integrated technical means, without prejudice to the use of different payment providers, external platforms or applicable Specific Conditions.
b)Whenever there is online contracting, before the final confirmation of the order or contract, the applicable essential elements will be made available, including description of the service, digital content, course, plan, subscription, license or contracted solution, price, currency, applicable taxes, additional costs, frequency, duration, relevant commercial conditions and, when applicable, execution or availability deadlines. Unless expressly stated otherwise, prices presented to consumers include legally applicable taxes, while in a B2B context prices may be presented without VAT or with an independent indication of applicable taxes. In the event of a manifest error, technical anomaly, calculation failure, incorrect price, obvious discrepancy, abusive use of a promotional code, availability error, tax configuration error or inconsistency in the contracting process, including price, taxes, discounts, conditions, frequency or availability, Netwiz Systems reserves the right not to conclude, suspend, correct or cancel the contract, proceeding, when applicable, to refund the amounts unduly paid and communicating the fact to the Customer as soon as reasonably possible.
c)Contracting carried out through the Website may be subject to Specific Conditions applicable to the service, course, plan, subscription, license, digital content, Netwiz Solution/Platform, proposal, contract or order confirmation specifically accepted by the Customer, which complement this document and prevail only in relation to the specific matter they regulate, without prejudice to the general rules for using the Website and applicable mandatory legal rights.
d)The submission of orders, selection of services, completion of checkout or making payment do not, in themselves, equate to automatic acceptance of the contract, start of execution or obligation to provide the service, whenever the nature of the service requires prior validation, namely regarding operational availability, technical framework, minimum requirements, compatibility, legality, risk of execution, fraud prevention, identity validation, data verification, adequacy of the request, compliance with Specific Conditions or absence of technical, commercial or legal impediments. In these cases, the contract is only considered confirmed after validation and confirmation expressed by Netwiz Systems, under the terms presented in the purchase process or in the Specific Conditions. If Netwiz Systems does not accept the contract after prior validation, any amounts paid in relation to the service not accepted will be refunded, without granting a right to compensation or an obligation to provide an alternative provision, unless otherwise required by law.
e)Whenever external payment providers, gateways, digital wallets, banks, checkout platforms or associated services are used, in addition to this document and the Specific Conditions, the terms, policies, costs, limitations and procedures of those third parties apply, as set out in clause 9.s and Section 12.
f)In relations with consumers (B2C), mandatory legal rights apply, including pre-contractual information duties and, when applicable, the right of withdrawal regime and respective legally provided exceptions, as indicated in the Specific Conditions made available in the contracting process.
g)Whenever the contract involves immediate start of provision, availability of digital content, activation of subscription, access to course, digital functionality, license, reserved area or Netwiz Solution/Platform during the period of right of withdrawal applicable to consumers, express request, consent, recognition of the legally applicable consequences and confirmation on a durable medium may be required, in accordance with clause 9.t, Section 10, the Specific Conditions and the information presented in the process of hiring.
h)Within the scope of contracting services, the Customer is solely responsible for the accuracy, currentness, legality, legitimacy, ownership and suitability of all information, content, data, materials, instructions, products, services, prices, campaigns, images, videos, brands, logos, texts, commercial references, statements, advertising claims and other elements that it provides, approves, uploads, publishes or authorizes to be used by Netwiz Systems.
i)Unless otherwise agreed in writing, Netwiz Systems carries out technical, creative, operational or consultative work based on the elements, instructions and approvals provided by the Client, assuming no responsibility for the veracity, legal compliance, legality, commercial suitability, copyright, trademark rights, image rights, data protection, licenses, authorizations, sectorial obligations or regulatory compliance of the Client's contents, products, services or information.
j)The Client declares and guarantees that it has all the rights, licenses, consents, authorizations, legal bases and permissions necessary for the use of the contents, data, materials, brands, images, videos, texts, databases, contacts, files and other elements provided or approved, ensuring that they do not violate the rights of third parties, applicable legal standards, duties of confidentiality, intellectual property rights, personality rights, data protection, advertising, competition, consumer rights or professional and sectoral obligations.
k)Whenever Netwiz Systems makes available text proposals, suggestions, templates, structures, recommendations, editorial adjustments, AI-assisted content or creative, technical or commercial contributions, the Client retains responsibility for the validation, final approval and decision to use, and must confirm the compliance of these elements with its activity, target audience, sector, products, services, legal obligations and commercial objectives.
l)The Customer's obligation to provide information, content, access, credentials, approvals, feedback, materials and other elements necessary for the execution of the services is governed by the provisions of clause 9.aa, without prejudice to the specific obligations set out in the applicable proposal, contract or Specific Conditions.
m)Netwiz Systems reserves the right to refuse, suspend or not implement content, instructions, campaigns, publications, automations, integrations, configurations, functionalities, products, services, materials, AI outputs or any requests from the Customer that are, appear to be or could reasonably be considered unlawful, abusive, fraudulent, defamatory, discriminatory, misleading, offensive, contrary to public order or good customs, violating the rights of third parties, likely to compromise the security, reputation or integrity of Netwiz Systems, its systems, other customers or third parties, or that may imply non-compliance with legal, regulatory, contractual or external platform policies.
n)When the Client acts in a B2B context, the Client undertakes to indemnify, defend and keep Netwiz Systems, including partners, managers, collaborators, representatives, technical partners and subcontractors, harmless from any claims, actions, processes, notifications, sanctions, fines, losses, damages, costs, charges and expenses, including reasonable attorneys' fees, which result directly or indirectly from:
i)content, data, materials, instructions, prompts, files, credentials, access, integrations/API, configurations, automation criteria or parameters provided, approved, uploaded, synchronized or defined by the Customer;
ii)use, publication, sending, approval or exploitation by the Customer of content, campaigns, websites, online stores, communications, AI outputs, creative materials, automations, responses, ratings, recommendations or deliverables produced, configured or made available within the scope of the services;
iii)violation of third party rights, including intellectual property rights, image rights, personality rights, privacy, data protection, trade secrets, confidentiality, publicity, competition or consumer rights;
iv)failure by the Customer to comply with legal, regulatory, contractual, informational, tax, commercial, sectoral or professional obligations applicable to its activity, products, services, customers, users, campaigns or platforms;
v)complaints, requests, reports, inspections or procedures presented by customers, users, consumers, data subjects, public authorities, digital platforms, payment providers, social networks or any third parties, when they result from acts, omissions, instructions, data, content or decisions attributable to the Customer. The duty to compensate applies to the extent legally permitted and does not cover damages that result exclusively from intent or serious negligence on the part of Netwiz Systems.
o)Customer account, ownership and access
i)Unless otherwise agreed in writing, the Customer is the owner of its own digital assets, including, in particular, domain(s), advertising accounts, social media pages and profiles and other accounts/assets that it already holds or that are created in its name within the scope of the services. The Netwiz Solutions/Platforms, including software, infrastructure, technological base, functionalities and components, remain the exclusive property of Netwiz Systems, with the Customer being granted only a License of Use, non-exclusive, non-transferable and limited to the period of the subscription/contract and the applicable Specific Conditions, without transfer of ownership.
ii)To perform the services, the Customer grants Netwiz Systems limited, revocable and strictly necessary access, with appropriate permissions, with the Customer remaining responsible for managing the Account, credentials, permissions and assigned access levels.
iii)The Customer is responsible for all actions carried out through their Account, including those carried out by Authorized Users or by any third parties to whom they have granted, permitted or maintained access, and must ensure the confidentiality of credentials and timely updating of access when there is a change in employees, suppliers, providers, administrators or other users with authorized access.
iv)Access to Netwiz Solutions/Platforms subscribed by the Customer may be carried out through Netwiz ID, as a unique identification and authentication system associated with the User, Customer or Authorized User. The Customer is responsible for ensuring that only duly authorized people use the Netwiz ID to access the contracted platforms, products, services, subscriptions or licenses, and must communicate to Netwiz Systems any changes, revocation of access, suspected misuse or need to block credentials.
v)Whenever technically possible, access must be granted by the platforms' own means, namely through profiles, functions or permissions, avoiding the direct sharing of passwords.
vi)When it is necessary to establish contact within the scope of the Account or services, communication is made by email to the address associated with the Account and/or to another operational address indicated by the Customer by means capable of proof, the last address communicated by the Customer being considered valid.
vii)The Customer undertakes not to share access credentials, passwords, API keys/tokens or any means of authentication, and must assign individual access by Authorized User, profile, role or appropriate permission, activate reinforced authentication mechanisms when available, including MFA/2FA, and immediately revoke access from Authorized Users, employees, providers or third parties who are no longer authorized. Any use of the Account, integrations/API and credentials associated with the Customer is assumed to be carried out under the Customer's responsibility, and the Customer must immediately report any suspicion of improper access to Netwiz Systems.
viii)Unless prior, written and express authorization from Netwiz Systems, the Customer may not resell, sublicense, assign, make available, commercially exploit, share, lease, lend, give access to or allow the use of the Netwiz Solutions/Platforms by third parties, including the Customer's customers, companies in the same group, partners, external consultants, service providers, competitors or any persons who are not Users Authorized within your own organization and exclusively for the internal purposes permitted by the applicable plan/subscription. The Customer must respect the limits of users, accounts, permissions, functionalities, volume of use, integrations/API, storage, automations and other technical, commercial and operational conditions defined in the applicable plan, subscription, proposal, contract or Specific Conditions.
p)Content, uploaded materials and operation of the store or platform
i)The Customer is solely responsible for the operation, management, content and legal compliance of its digital assets, including websites, online stores, platforms, pages, profiles, catalogs, products, services, prices, taxes, shipping, campaigns, promotions, discounts, commercial conditions, invoicing, payment methods, commercial communications, pre-contractual information, terms and conditions, privacy policies, cookie policies, Complaints Book, information on Alternative Dispute Resolution, data protection obligations, consumer rights and other legal, regulatory, tax, commercial or sectoral obligations applicable to its activity, except when a certain obligation has been expressly assumed by Netwiz Systems in a proposal, contract or Specific Conditions.
ii)Without prejudice to the provisions of clause 9.ab, when the operation of the Customer's digital assets, content, materials, store, platform, campaigns, integrations or configurations violates this document, the Specific Conditions, rights of third parties or applicable legal standards, Netwiz Systems may refuse, suspend or limit the execution of work or functionalities related to these elements, to the extent legally permitted and for the period necessary to prevent or mitigate the risk.
iii)Unless expressly contracted and provided by a legally qualified professional, Netwiz Systems does not provide legal services, legal advice, legal validation, certification of regulatory compliance or formal legal review of websites, online stores, platforms, applications, content, forms, legal documents, Terms and Conditions, Privacy Policies, Cookies Policies, consent mechanisms, Complaints Book, information on Alternative Resolution of Disputes, commercial communications, campaigns, internal processes or other elements of the Client. Any models, base texts, suggestions, structures, recommendations, technical documents or content made available by Netwiz Systems are of a purely technical, operational, informative or support nature, and the Client must ensure their legal validation, suitability for their activity, legal updating and compliance with applicable legislation, through their own means or legal consultants.
q)Intellectual property, assignment of rights and reservation of know-how
i)The Customer retains ownership of all content, brands and materials that it already holds and that it provides to Netwiz Systems to perform the services.
ii)Unless otherwise agreed in writing, and only after full payment of all amounts due, including additional work, extra revisions, licenses, expenses and other applicable charges, the copyright over the final deliverables specifically produced by Netwiz Systems for the Customer are assigned or licensed to the Customer to the extent necessary for their normal use within the scope of the Customer's activity and for the purposes set out in the contracted service.
iii)Until full payment of the amounts due, the Customer only has a limited, provisional, non-exclusive, non-transferable, non-sublicensable and revocable license to use the deliverables strictly within the scope of the contracted service, without prejudice to Netwiz Systems's right to suspend or limit use in case of non-compliance.
iv)Any assignment or transmission of rights are expressly excluded, remaining the exclusive property of Netwiz Systems or their respective owners, pre-existing, generic, reusable or structural elements used or developed by Netwiz Systems, including, in particular, software, source code, libraries, frameworks, components, templates, base layouts, methodologies, processes, flows, automations, prompts, AI models, technical documentation, architecture, standard configurations, know-how, technological bases, modules, integrations, internal tools and other elements that have not been created exclusively for the Customer as an individualized final deliverable.
v)Whenever, in the execution of services, assets, components, software, plugins, themes, libraries, frameworks, APIs, models, images, typography, videos, music, templates, tools, cloud services, platforms, integrations or any third party content or technology are used, their use is subject to the terms, licenses, policies, technical limitations, costs, renewals, updates, restrictions and conditions defined by the respective holders or suppliers. Unless expressly included in the proposal, contract or Specific Conditions, the Customer is responsible for the acquisition, maintenance, renewal, payment, configuration and fulfillment of these licenses and services, as well as the consequences arising from their expiration, modification, suspension, discontinuation, incompatibility, vulnerability, unavailability or non-compliance with their terms. The use of these elements does not imply transfer of ownership by Netwiz Systems nor guarantee of continuity, future compatibility, permanent support or availability of functions dependent on third parties.
vi)Copyright moral rights, when applicable, remain in accordance with the law.
vii)Whenever, in the execution of the service, assets are used, produced, edited or assisted using Artificial Intelligence tools, including texts, images, videos, audio, code, concepts, structures, campaigns, creative proposals or other content, the Customer acknowledges and accepts that:
(1)the possibility of use, protection, registration, exclusivity or commercial exploitation of these assets may depend on the applicable legislation, the terms of the suppliers of the tools used and the concrete characteristics of the generated output;
(2)unless otherwise agreed in writing, Netwiz Systems does not guarantee that assets produced or assisted by AI are absolutely original, exclusive, registrable, protectable by copyright or free from similarity with content generated or used by third parties;
(3)the Client is responsible for the final validation, approval and decision on public, commercial, institutional or advertising use of these assets, including verification of their suitability, legal compliance and possible risk of violation of third party rights;
(4)the use of third-party AI tools, models, APIs or providers may be subject to terms, licenses, restrictions, usage policies and technical limitations defined by these third parties, which the Customer must respect when applicable;
(5)unless otherwise agreed in writing, Netwiz Systems does not provide legal advice on the protection, registration, ownership, exclusivity, licensing or commercial exploitation of assets produced or assisted by AI, applying the limits of liability set out in this document.
r)Portfolio, work promotion and social proof
i)Unless written opposition by the Client or express stipulation to the contrary in the Specific Conditions, Netwiz Systems may use, for portfolio purposes, institutional disclosure, commercial presentation, case studies, social proof and demonstration of professional experience, generic references to the services provided and deliverables carried out within the scope of the contractual relationship.
ii)For the purposes set out in the previous paragraph, Netwiz Systems may use the commercial name, corporate name, brand, logo, sector of activity, summary description of the project, screenshots, public images, non-confidential excerpts and visual elements of the work carried out, only to the extent necessary to demonstrate the service provided and without revealing confidential information, internal data, commercial secrets, credentials, non-public metrics or unnecessary personal data.
iii)The use provided for in this clause does not cover confidential information, strategic information, unnecessary personal data, data entered by the Customer into platforms/systems, financial information, billing information, databases, customer lists, unpublished campaigns, internal documentation, reserved reports, credentials, access, sensitive technical configurations or any elements that, due to their nature or written instructions from the Customer, should be treated as reserved.
iv)The Customer may, at any time, object in writing to the future use of the elements referred to in the previous paragraphs or request their anonymization or removal, with Netwiz Systems being obliged to apply this opposition only for future uses and, when technically possible, to update the digital media under its control, with no obligation to collect materials already printed, distributed, published by third parties or integrated into commercial proposals previously sent.
v)When the Customer acts as a consumer (B2C), disclosure with direct identification of the Customer, use of their image, name, testimonial, personal brand or other elements that allow their identification depends on express, specific and verifiable consent, without prejudice to the right of revocation under the applicable legal terms.
vi)This authorization does not grant Netwiz Systems any property rights over the Customer's brands, logos, content or materials, and is only granted a limited, non-exclusive, free and revocable license for the purposes strictly set out in this clause.
s)Third-party accounts, payment methods and financial services
i)Whenever, within the scope of websites, online stores, platforms, checkout, subscriptions or integrations of the Customer, it is necessary to configure payment methods, gateways, digital wallets, payment processors, financial services, merchant accounts or equivalent functionalities, Netwiz Systems can provide technical support for the creation, configuration, integration or parameterization of these services, under the terms of the applicable proposal, contract or Specific Conditions.
ii)Except when Netwiz Systems expressly acts as a seller/provider in its own contracting carried out on its Website, the contractual, commercial and financial relationship relating to payment methods made available on the Customer's websites, stores or platforms is established between the Customer and the respective third party provider, and Netwiz Systems is not a party to that relationship.
iii)The Customer is solely responsible for activating, validating, maintaining, managing, suspending or canceling accounts and third-party payment services, as well as ensuring compliance with the respective terms, policies, identity verification requirements, KYC, Know Your Customer, anti-money laundering, security, billing, taxation, consumer protection, chargeback rules, refunds, commissions, fees, reservations, retentions and other applicable obligations.
iv)Third-party payment providers may include, among others, PayPal, Apple Pay, Google Pay, Shop Pay, Stripe, banks, acquiring entities, payment gateways, e-commerce platforms or equivalent services, their use being subject to the terms, policies, costs, limitations, availability and decisions of these third parties.
v)Netwiz Systems is not responsible for denials, blocks, suspensions, settlement delays, reversals, chargebacks, holds, reservations, account closure, commission changes, authentication failures, unavailability, compliance requirements, risk decisions, support, transaction processing or any measures adopted by third party payment providers, except when they result exclusively from a technical error attributable to Netwiz Systems in the configuration that has been expressly contracted to you.
vi)The Customer must verify and test, before going into production, the correct functioning of payment methods, checkout flows, notifications, taxes, postage, invoices, receipts, refunds and automatic communications, being responsible for the final approval of the configuration and the commercial, tax and legal compliance of the operation.
t)Start of provision during the period of right of withdrawal, express request and durable medium
i)When the Customer acts as a consumer and intends for the provision of services, training, course, subscription, digital content, digital functionality or access to the Netwiz Solution/Platform to begin during the legal period of right of withdrawal, Netwiz Systems may require a prior and express request from the consumer, as well as recognition of the legally applicable consequences.
ii)The express request and recognition referred to in the previous number can be collected at checkout, membership form, order confirmation, reserved area, electronic signature, checkbox, confirmation button or other means capable of proof, and the respective confirmation must be made available to the consumer on a durable medium, when legally required.
iii)If the consumer exercises the right of withdrawal after having requested the start of the provision during the respective period, payment of an amount proportional to what has actually been provided up to the moment the withdrawal is communicated may be due, under the legally applicable terms.
iv)In the supply of digital content not provided in material form, including downloads, immediate access courses, digital materials, online resources or digital functionalities made available after purchase, the start of supply during the right of withdrawal period may depend on the consumer's prior and express consent and the recognition that such start may imply the loss of the right of withdrawal, under the applicable legal terms.
v)The rules applicable to the exercise of the right of withdrawal, exceptions, refunds and legal guarantees are developed in Section 10 and may be complemented by the Returns, Cancellations, Refunds and Guarantees Policy, the Specific Conditions and the information presented in the contracting process.
u)Training, courses, modalities, classes and subscriptions
i)Netwiz Systems may provide training, courses, training content, sessions, digital resources and learning programs in different modalities, as indicated in the service description, course file, proposal, order confirmation, reserved area or Specific Conditions, including:
(1)immediate access to content, materials, videos, documents, digital resources or course area;
(2)synchronous online sessions, with dates, times, platforms and participation rules previously indicated;
(3)face-to-face sessions, including training carried out at the Customer's premises or at an agreed location;
(4)class training, subject to vacancies, calendar, minimum number of participants, eligibility criteria and other applicable operational conditions;
(5)subscriptions, recurring plans or continued access to content, platforms, communities, resources or training functionalities.
ii)For the purposes of starting provision and applying the rules relating to the right of withdrawal, when applicable, the course, training or training service is considered to begin:
(1)in immediate access content or courses, when the access, content, resource or reserved area is made available to the Customer;
(2)in synchronous online sessions, on the date of the first scheduled session or when preparatory materials are made available for immediate access, if this occurs earlier;
(3)in face-to-face sessions, on the date of the first face-to-face session or when the specific agreed logistical preparation begins, when applicable;
(4)in subscriptions or continued access, when activating access to the plan, platform, reserved area, content or features included.
iii)When training takes place in a class, Netwiz Systems can define the minimum and maximum number of participants, registration deadlines, admission criteria and operating rules. If the minimum number is not met or there are justified operational reasons, Netwiz Systems may reschedule the edition, propose an equivalent alternative, convert the modality or cancel the edition, applying the refund rules set out in Section 10, in the Specific Conditions and, when applicable, in the Returns, Cancellations, Refunds and Guarantees Policy.
iv)Failure to show up, withdrawal, delay, interruption of participation, lack of technical means, equipment incompatibility, connection failure, unavailability of the Customer or non-compliance with access requirements attributable to the Customer do not, in themselves, confer the right to a refund, free rescheduling or repetition of the session, except as required by law or expressly provided in the Specific Conditions.
v)In the case of face-to-face training at the Customer's premises or at a location indicated by the Customer, the Customer is responsible for ensuring adequate conditions, including space, access, equipment, security, authorizations, participants, punctuality, technical means and other agreed logistical requirements, unless such obligations have been expressly assumed by Netwiz Systems.
vi)The training content, materials, recordings, presentations, exercises, documents, templates, methodologies and resources made available are protected by intellectual property rights and are intended exclusively for use by the Client/trainee under authorized terms, with their recording, reproduction, sharing, resale, public availability, use in own training actions or commercial exploitation without prior, written and express authorization from Netwiz Systems being prohibited.
vii)When there is a monthly subscription, recurring plan or continued access, the essential conditions, including price, frequency, included content, usage limits, duration, renewal, cancellation and possible change of conditions, are those presented at the time of subscription, in the order confirmation and/or in the Specific Conditions. Cancellation takes effect at the end of the period already paid, unless there is a mandatory legal provision or more favorable specific rule applicable.
viii)Whenever the acquisition includes digital content with immediate access, scheduled sessions, activated subscriptions or services started during the right of withdrawal period, the rules for express request, recognition, durable medium, right of withdrawal and any exceptions provided for in clause 9.t, in Section 10, in the Specific Conditions and in the information presented in the contracting process apply.
v)Artificial Intelligence Functionalities in Netwiz Solutions/Platforms
i)Whenever Netwiz Solutions/Platforms provide Artificial Intelligence functionalities, including content generation, suggestions, automation, classifications, responses, information analysis, decision support, recommendations or other automated outputs, the Customer recognizes that such functionalities are instrumental and auxiliary in nature, not replacing human validation, professional advice, technical, legal, tax, medical, financial, commercial or strategic decisions.
ii)The outputs generated by Artificial Intelligence functionalities may contain errors, omissions, outdated, biases, inconsistencies, inadequate results, content similar to outputs generated for third parties or incorrect interpretations of the data entered, not constituting a guarantee of results, performance, legal compliance, originality, exclusivity or suitability for a specific purpose.
iii)The Customer is solely responsible for the inputs, instructions, prompts, data, files, content, parameters, integrations, automation criteria and configurations that it introduces, uploads, synchronizes or defines in the Artificial Intelligence functionalities, and must ensure that it has the legal basis, rights, authorizations and permissions necessary for its use.
iv)The Customer must review, validate and approve, through appropriate human intervention, all outputs before their use, publication, sending to third parties, incorporation into decisions, campaigns, communications, documents, commercial processes, internal systems or any public, operational or commercial use.
v)The Customer undertakes not to introduce into the Artificial Intelligence functionalities special categories of personal data, sensitive personal data, unnecessary personal data, confidential information, commercial secrets, credentials, third party data or illicit content, unless this is expressly permitted by the Specific Conditions of the service and there is an adequate legal basis.
vi)Certain Artificial Intelligence functionalities may depend on third-party models, APIs, infrastructure, services or technology providers, including providers of generative AI models or equivalent services. In these cases, technical limitations, usage policies, restrictions, changes, suspensions, unavailability, filters, processing refusals, usage limits, performance variations or cost changes defined by these third parties may apply, without this constituting non-compliance attributable to Netwiz Systems.
vii)Unless otherwise agreed in writing or applicable mandatory legal obligation, Netwiz Systems does not guarantee that Artificial Intelligence outputs are legally protectable, registrable, exclusive, original, free from infringement of third party rights or suitable for the public, commercial, advertising, regulatory or institutional use intended by the Customer.
viii)The use of Artificial Intelligence functionalities by the Customer must comply with applicable legislation, including data protection rules, intellectual property, advertising, consumer protection, competition, confidentiality, personality rights and, when applicable, specific regulations on Artificial Intelligence.
ix)Without prejudice to liability that cannot be excluded by law, Netwiz Systems is not responsible for decisions, publications, communications, automations, campaigns, responses, classifications, recommendations or acts carried out by the Client, or by third parties under its responsibility, based on Artificial Intelligence outputs that have not been subject to adequate human validation by the Client.
w)Export, backups, retention and deletion of Customer Data
i)The availability of functions for exporting, downloading, copying or backing up Customer Data may vary depending on the service, solution, platform, plan or subscription contracted, with the modalities, formats, technical limits, deadlines and applicable conditions being those set out in the Specific Conditions.
ii)Unless otherwise agreed in writing, the Customer is solely responsible for maintaining adequate backup copies of its Customer Data, for performing periodic exports and for ensuring the conservation of information necessary for its business continuity, audit, legal, tax, accounting or internal archive compliance.
iii)The backup, redundancy or recovery routines eventually carried out by Netwiz Systems are intended for technical purposes of security, continuity and maintenance of the service, and do not constitute an autonomous archiving, custody, guaranteed recovery or permanent conservation service for Customer Data.
iv)Unless there is an expressly contracted SLA or express provision in the applicable Specific Conditions, Netwiz Systems does not guarantee full, immediate, continuous or loss-free recovery of data in all situations, namely in the case of third party failures, security incidents, Customer errors, accidental deletion, misuse, integrations/API, configuration changes, credential failures, interventions carried out by third parties or suspension/termination of the service.
v)After termination of service, closure of Account, end of Subscription/Plan, license or continued service, the Customer must first ensure the export of the data they wish to retain. Customer Data may be preserved, blocked, anonymized or deleted under the terms set out in the Specific Conditions, in the Data Processing Agreement (“DPA”), when applicable, and in the Privacy Policy, without prejudice to applicable legal conservation obligations.
vi)When operationally possible and provided for in the Specific Conditions, Netwiz Systems will make available, during the applicable period, the existing standard means of export. Requests for extraction, migration, conversion, processing, recovery, restoration or delivery of data outside of standard functionalities may constitute additional provision subject to budget, technical availability and verification of the legitimacy of the request.
x)Evolution, updates, technical changes and discontinuation of features
i)The Customer acknowledges that the Website, Netwiz Solutions/Platforms, digital functionalities, integrations/API, modules, interfaces, automations and Artificial Intelligence functionalities are evolutionary services, and Netwiz Systems may implement, at any time, updates, corrections, improvements, technical changes, interface changes, security reinforcements, legal adaptations, performance optimizations, replacement of components, changes to functionalities or removal of functionalities, whenever this is justified for technical, operational, security, compliance, innovation, maintenance, fraud prevention, service rationalization or dependence on third parties reasons.
ii)Unless expressly provided for in Specific Conditions, the availability of a certain functionality, integration, interface, module, automation, report, flow, template, AI model or technical characteristic does not constitute a guarantee of indefinite permanence, nor an obligation to maintain previous versions, compatibility with specific Customer configurations or continuity of functionalities dependent on third parties.
iii)Netwiz Systems may replace, change, limit or discontinue functionalities when they become obsolete, insecure, incompatible, economically unfeasible, technically inadequate, dependent on a discontinued third party supplier or contrary to legal requirements, third party policies, security, data protection or good operation of the service.
iv)Whenever a material change materially affects the essential use of a contracted plan, subscription, license or continued service, Netwiz Systems will make reasonable efforts to communicate such change in adequate advance, when technically and operationally possible, indicating, when applicable, alternatives, transition period, means of export or effects on the subscription.
v)When the Customer acts in a B2B context, changes, updates, substitutions or discontinuations of functionalities that do not substantially affect the essential core of the contracted service do not, in themselves, confer the right to compensation, refund, early resolution or maintenance of previous versions.
vi)When the Customer acts as a consumer, this clause applies without prejudice to mandatory legal rights relating to the conformity of digital content and services, pre-contractual information, changes to digital functionalities and other legally applicable rights. Decree-Law No. 84/2021 regulates consumer rights regarding the purchase and sale of digital goods, content and services, including rights in case of lack of conformity.
vii)In case of total discontinuation of service/platform or material change that involves cessation or replacement of essential functionalities, the rules set out in clause 9.w, in the Specific Conditions, in the Data Processing Agreement (“DPA”), when applicable, and in the Privacy Policy, apply to the export, retention and deletion of Customer Data.
y)Scope changes, additional requests and Change Requests
i)The scope of the service, deliverables, requirements, functionalities, integrations, contents, deadlines, assumptions, acceptance criteria, number of review rounds included and other operational conditions are those defined in the proposal, order confirmation, contract, service form, approved briefing and/or applicable Specific Conditions.
ii)Changes to the scope include, among others, requests for new functionalities, structural changes, total or substantial design redesign, architectural changes, content changes after approval, additional integrations, additional migrations, platform changes, requests not foreseen in the briefing, strategy changes, requirements changes, rework resulting from incorrect/incomplete information provided by the Customer, or any request that exceeds the initially agreed deliverables, assumptions or revisions.
iii)Changes to the scope do not constitute a lack of conformity, defect, non-compliance or an obligation to redo the work at no cost, and are treated as additional work, subject to technical assessment, budget, scheduling and prior approval by the Customer by means capable of proof.
iv)Netwiz Systems may accept or refuse, on a well-founded basis and depending on technical feasibility, operational availability, impact on the project, legal risks, security, compatibility or suitability for the service, requests for changes to the scope.
v)Approval of an additional request may involve changing deadlines, replanning resources, suspending stages, additional costs, reviewing priorities and/or issuing a new proposal, addendum or order confirmation.
vi)Changes requested after stage approval, operational validation, delivery of a reference version, entry into production or expiry of the feedback period do not suspend the completion of the service initially contracted, unless otherwise agreed in writing.
vii)In a B2B context, successive, contradictory, fragmented or substantially different requests from the approved scope may be refused, consolidated in a new budget or treated as a new phase/autonomous project.
z)Included revisions, feedback, and staged approval
i)The revisions included in the service are exclusively those provided for in the proposal, order confirmation, contract, service sheet, approved briefing and/or applicable Specific Conditions. In the absence of express indication, 1 (one) round of review of adjustments to the deliverable is considered included, limited to correction or alignment with previously agreed specifications.
ii)The revisions included do not cover scope changes, new functionalities, structural reformulations, substantial design changes, change of strategy, full replacement of content, integration of new elements, requests after stage approval, nor rework resulting from incorrect, incomplete or late information provided by the Customer, in which case clause 9.y applies.
iii)Customer feedback must be communicated in writing, objectively, completely, consolidated and within the applicable deadline. Fragmented, contradictory, successive requests, dispersed across different channels or sent by different Customer interlocutors may be treated as different rounds, suspend deadlines or constitute a change to the scope.
iv)Unless a different deadline is provided for in the Specific Conditions, the Customer must send the feedback within the operational period of 5 working days after the intermediate or final deliverable is made available. The absence of feedback within this period may result in replanning, extension of deadlines, reallocation of resources and/or suspension of the stage until validation.
v)When the Customer operates in a B2B context, the absence of feedback within the aforementioned operational deadline may be considered tacit approval of the stage or deliverable for the purposes of project continuity, stage completion, invoicing, availability, publication or entry into production, as applicable.
vi)When the Customer acts as a consumer, the operational feedback and validation deadlines do not prejudice imperative legal rights relating to the conformity of services, content or digital services.
vii)The express or tacit approval of a stage, version, model, structure, content, configuration or deliverable sets the reference version for operational purposes, without prejudice to corrections of non-conformities attributable to Netwiz Systems and legally required.
aa)Customer collaboration, dependencies, delays and service suspension
i)The execution of services by Netwiz Systems depends on the timely, complete and adequate collaboration of the Customer, including the provision of information, content, access, credentials, permissions, materials, data, decisions, approvals, feedback, legal elements, technical elements, interlocutor contacts and other resources necessary for the execution of the service.
ii)The deadlines for execution, delivery, publication, configuration, activation, integration, migration, support or entry into production depend on the timely fulfillment of the Customer's obligations and may be automatically extended whenever there are delays, omissions, inaccuracies, lack of response, lack of approval, lack of payment, changes in scope or dependencies attributable to the Customer or third parties under its responsibility.
iii)Failure to deliver elements, responses, approvals, validations, feedback, access, credentials or necessary information may result in project replanning, reallocation of resources, suspension of stages, change of priorities, extension of deadlines and, when applicable, additional recovery, reorganization or rework costs.
iv)In the event of inactivity, lack of collaboration or blockage attributable to the Customer for a period exceeding 10 working days, except for a different period provided for in the Specific Conditions, Netwiz Systems may suspend the execution of the service until the situation is regularized, with the resumption being carried out in accordance with existing operational availability.
v)Suspension or rescheduling resulting from a fact attributable to the Customer does not constitute non-compliance with Netwiz Systems, does not automatically suspend due or expiring payment obligations and does not, in itself, confer the right to reimbursement, compensation or compensation.
vi)In case of non-compliance with payment, including installments, monthly fees, subscriptions, licenses, covenants, additional work or overdue amounts, Netwiz Systems may suspend access to Netwiz Solutions/Platforms, the execution of services, the delivery of work, the publication of content, support or other contracted services, after notification and the expiration of the regularization period indicated in the Conditions Specific or in the communication sent.
vii)When there is a risk of fraud, chargebacks, abusive use, security breach, illicit use, serious non-compliance with these conditions or risk to the integrity of the Website, Netwiz Solutions/Platforms, third parties or Netwiz Systems itself, suspension may be immediate and without prior notice, to the extent legally permitted.
bb)Termination, suspension and effects
i)Netwiz Systems may suspend, limit, block or terminate, in whole or in part, access to the Website, Account, reserved areas, Netwiz Solutions/Platforms, plans, subscriptions, licenses, functionalities, integrations/API, support or contracted services, when this is legally permissible and the following applies:
(1)material non-compliance with this document, the Specific Conditions, proposal, contract, plan, subscription or applicable license;
(2)illicit, abusive, fraudulent, unauthorized use, contrary to good faith or likely to violate the rights of third parties;
(3)security risk, fraud, recurring chargebacks, abuse of features, anomalous use, attempted improper access, breach of credentials or activity that compromises the integrity, availability, reputation or compliance of the Website, Netwiz Solutions/Platforms, Netwiz Systems, other customers or third parties;
(4)failure to pay overdue amounts, including installments, monthly fees, subscriptions, licenses, agreements, additional services, renewals or other charges due;
(5)legal requirement, order from a competent authority, regulatory obligation, imposition of a third party provider, technical discontinuation or objective impossibility of continuing the service.
ii)Except in cases of security risk, fraud, illegality, serious violation, legal order, non-compliance by third party providers or operational urgency, Netwiz Systems will make reasonable efforts to notify the Customer and allow regularization within an appropriate period of time, when this is technically, legally and operationally possible.
iii)The suspension or limitation of the service continues for the period necessary to regularize the situation, mitigate the risk, technical verification, conformity analysis or protect the legitimate interests of Netwiz Systems, the Customer, other users or third parties.
iv)Termination, suspension or blocking attributable to the Customer does not exempt the Customer from payment of amounts due or due up to the date of termination, nor does it confer, in itself, the right to reimbursement, compensation or free extension of the service, except as a mandatory legal provision or express provision in Specific Conditions.
v)After termination of service, closure of Account or end of Subscription/Plan, license or continued service, the rules for exporting, retaining, deleting, anonymizing or conserving Customer Data set out in clause 9.w, in the Privacy Policy, in the Data Processing Agreement (“DPA”), when applicable, and in the Specific Conditions, apply.
vi)Netwiz Systems may retain technical, contractual, accounting, tax, security, billing, payments, support, logs and evidence of use records for the period necessary to comply with legal obligations, defense of rights, fraud prevention, auditing, security and dispute resolution, in accordance with the Privacy Policy and applicable legislation.
vii)Clauses relating to intellectual property, licenses, confidentiality, limitations of liability, indemnification, overdue payments, data protection, security, evidence, applicable law, forum and dispute resolution will remain in force after termination, to the extent applicable.
cc)Confidentiality in a B2B context
i)When the Customer acts in a B2B context, each party is obliged to keep confidential and not disclose to third parties the non-public information of the other party to which it has access before, during or after the execution of the services, including, in particular, proposals, budgets, prices, commercial conditions, technical documentation, architecture, configurations, access, credentials, reports, methodologies, processes, know-how, strategies, plans, operational data, financial information, commercial information, customer lists, project materials, specifications, internal communications and any elements identified as confidential or which, by their nature, should reasonably be understood as such.
ii)Confidential Information may only be used for the purposes of analysis, contracting, execution, support, auditing, compliance or defense of rights related to the contracted services, and its use for personal, competitive, commercial, promotional or purposes outside the contractual relationship is prohibited.
iii)Each party must protect Confidential Information with a degree of diligence no less than that applied to its own information of an equivalent nature, limiting access only to employees, managers, consultants, subcontractors or providers who need to know that information for contractually permitted purposes and who are subject to appropriate confidentiality duties.
iv)Information that:
(1)is or becomes public without violating this document;
(2)was already legitimately known by the receiving party before its communication;
(3)is legitimately obtained from a third party without violating the duty of confidentiality;
(4)must be disclosed by legal, regulatory, judicial or administrative imposition, in which case disclosure must be limited to what is strictly necessary, whenever legally permitted.
v)The duty of confidentiality does not prevent the use of works for portfolio, institutional disclosure or social proof under the terms of clause 9.r, as long as the limits set out therein regarding confidential information, personal data, commercial secrets and reserved elements are respected.
vi)The duty of confidentiality remains in force during the contractual relationship and after its termination, for the legally permissible period and as long as the information retains a confidential nature or reserved commercial, technical, strategic or operational value.
10) Cancellations, Refunds, Right of Withdrawal and Guarantees
This section establishes the general regime applicable to cancellations, rescheduling, refunds, right of withdrawal and legal guarantees relating to services, digital content, training, courses, subscriptions, recurring plans, licenses, Netwiz Solutions/Platforms and other solutions made available by Netwiz Systems through the Website. This section may be complemented by a separate information page published on the Website under the title “Returns, Cancellations, Refunds and Guarantees Policy”, as well as by the Specific Conditions of each service, course, plan, subscription, license, proposal, contract or order confirmation. In case of divergence, the Specific Conditions of the contracted service and the mandatory legal rights applicable prevail, especially when the Customer acts as a consumer.
a)Scope:
i)This regime applies, to the relevant extent, to services, consultancies, training, courses, including synchronous and in-person classes, subscriptions, downloads, digital content, licenses, recurring plans and other digital services made available by Netwiz Systems, without prejudice to the Specific Conditions, the Returns, Cancellations, Refunds and Guarantees Policy, and mandatory legal rights applicable.
ii)When the Customer acts as a consumer and the contract is carried out remotely, the legal rules of the right of withdrawal and, when applicable, the legal rules of compliance of digital content and services apply.
iii)When the Customer acts as a professional, company or entity in a B2B context, the cancellation, refund and guarantee conditions are governed by the applicable contract, proposal, order, service form, course form and/or Specific Conditions, without prejudice to the general rules set out in this section when applicable.
b)Returns:
i)Given that the services, courses, subscriptions, licenses, digital content and other solutions provided by Netwiz Systems are, as a general rule, digital or immaterial in nature, there is, in principle, no physical return of goods.
ii)The provisions of the previous paragraph do not prejudice the mandatory legal rights of consumers in terms of right of withdrawal, refunds, compliance of content or digital services and legal guarantees, nor the rules set out in the Specific Conditions or in the Returns, Cancellations, Refunds and Guarantees Policy.
iii)If physical goods, material supports, equipment, merchandising, printed documentation or other tangible elements associated with a given service are made available, the specific rules communicated at the time of contracting apply, without prejudice to applicable mandatory legislation.
c)Cancellations and rescheduling of consultancies, sessions, classes and scheduled services:
i)The rules for canceling and rescheduling consultancies, sessions, technical meetings, synchronous classes, face-to-face training, scheduled services, work with a reserved agenda or scheduled interventions are those set out in the Specific Conditions, proposal, service form, course form, order confirmation or Returns, Cancellations, Refunds and Guarantees Policy, when applicable.
ii)In the absence of a specific rule, the request for cancellation or rescheduling must be communicated in reasonable advance and by means capable of proof, subject to the operational availability of Netwiz Systems.
iii)Late cancellation, no-show, unavailability of the Customer, lack of access, lack of technical means, absence of participants, failure to provide necessary information or any fact attributable to the Customer that prevents the scheduled service from being carried out does not, in itself, confer the right to a refund, free repetition, free rescheduling or compensation.
iv)When the scheduled service has involved reserving resources, specific preparation, travel, hiring third parties, acquiring licenses, preparing materials or blocking an agenda, Netwiz Systems may retain or charge the amounts corresponding to the costs incurred, work already carried out or the period reserved, in accordance with the Specific Conditions and applicable legislation.
v)When training takes place in a class, the rules set out in clause 9.u, in the Specific Conditions and in the information made available for the respective edition also apply.
d)Right of withdrawal, consumers, start of provision and digital content:
i)In contracts concluded remotely, when the Customer acts as a consumer, he/she has, as a rule, a legal period of 14 days to exercise the right of withdrawal, without the need to indicate a reason, counted in the legally applicable terms, namely from the conclusion of the contract when services, digital content or digital services are at stake, except in cases of exclusion, limitation or loss of the right legally provided for.
ii)The exercise of the right of withdrawal must be carried out by means of an unequivocal statement sent by means capable of proof, namely through the official contacts indicated on the Website or other means made available for this purpose.
iii)When the consumer expressly requests that the provision of services, training, course, subscription, digital functionality or access to the Netwiz Solution/Platform begin during the right of withdrawal period, payment of an amount proportional to what has actually been provided up to the moment of communication of the withdrawal may be due, under the legally applicable terms.
iv)When it comes to digital content not provided in material form, including downloads, immediate access courses, digital materials, online resources or digital functionalities made available after purchase, the right of withdrawal may not be applicable when the supply begins during the period of right of withdrawal with the consumer's prior and express consent and recognition that such beginning may imply the loss of this right, under the applicable legal terms.
v)The express request, consent, recognition of the legally applicable consequences and respective confirmation on a durable medium may be collected, made available and preserved through checkout, membership form, order confirmation, reserved area, checkbox, confirmation button, email, electronic registration or other means capable of proof, in accordance with clause 9.t and applicable legislation.
vi)The specific rules on cancellations, refunds, exceptions to the right of withdrawal, digital content, courses, subscriptions and guarantees can be complemented by the Specific Conditions and the Returns, Cancellations, Refunds and Guarantees Policy, without prejudice to the imperative legal rights of consumers.
e)Subscriptions, recurring plans and periodic payments:
i)When there is a monthly subscription, recurring plan, periodic license, contract, continued access or other periodic payment model, the essential conditions, including price, periodicity, duration, renewal, included contents or features, usage limits, cancellation rules and payment methods, are those presented at the time of subscription, in the order confirmation and/or in the applicable Specific Conditions.
ii)Unless expressly stated otherwise, subscriptions, recurring plans, periodic licenses or continued access are automatically renewed for successive periods equivalent to the initially contracted period or the applicable billing period, by charging the corresponding amount through the payment method indicated by the Customer.
iii)The Customer may cancel the renewal of the subscription or recurring plan through the means available in the reserved area or, in its absence, by communication sent to the official contact indicated on the Website, with the cancellation taking effect at the end of the period already paid, unless mandatory legal provision or applicable Specific Conditions.
iv)Cancellation prevents future renewals, but does not, in itself, determine the proportional or total refund of periods already started, activated, made available or fully paid, with the provisions of clause 10.f, the Specific Conditions and the applicable mandatory legal rights applying to refunds.
v)In the event of payment failure, refusal to charge, expired card, insufficient balance, chargeback, cancellation of the payment method or other payment default, Netwiz Systems may notify the Customer for regularization and, after the period indicated in the notification or in the Specific Conditions, suspend, limit or cancel access to the plan, subscription, license, functionalities or associated services.
vi)Netwiz Systems may change prices, functionalities, limits, commercial conditions or characteristics of subscriptions, recurring plans, periodic licenses or continued access, upon prior communication by appropriate electronic means and/or in the reserved area, such changes producing effect only for future billing periods, unless expressly agreed otherwise or applicable legal imposition. When the change is materially relevant, the Customer may cancel the renewal before the new conditions come into force, without prejudice to access to the period already paid, when applicable, and without prejudice to consumers' mandatory legal rights.
vii)The reactivation of a subscription, plan, license or access suspended due to non-compliance with payment may depend on full regularization of overdue amounts, updating of the payment method, confirmation of identity, technical availability and, when applicable, payment of reactivation costs provided for in the Specific Conditions.
f)Refunds:
i)When a refund is due to the consumer under legal terms, it will be made without undue delay and within the applicable legal deadline, using, as a rule, the same means of payment used in the initial transaction, unless expressly agreed otherwise and provided that this does not result in any additional cost for the consumer.
ii)When the consumer has expressly requested the beginning of the provision during the right of withdrawal period, Netwiz Systems may deduct or demand payment of the amount proportional to what has actually been provided up to the moment the withdrawal is communicated, when legally permissible.
iii)In subscriptions, recurring plans, licenses, courses, digital content or ongoing services, cancellation prevents future renewals, but does not, in itself, confer the right to reimbursement for periods already started, activated, made available or fully paid, except as required by law, applicable Specific Conditions or non-compliance attributable to Netwiz Systems.
iv)When the refund depends on third-party payment providers, banks, gateways, digital wallets, checkout platforms or equivalent entities, the processing times, refunds, settlement, commissions, reservations, retentions, chargebacks or operational rules of these third parties may affect the moment in which the amount becomes available to the Customer, without this constituting a delay attributable to Netwiz Systems.
v)Unless mandatory legal provision or express agreement to the contrary, amounts corresponding to services already provided, digital content already made available with applicable consent, personalized work already carried out, non-recoverable third party costs, fees, commissions, licenses, domains, hosting, tools, travel, additional work or expenses specifically incurred upon instruction or approval of the Customer are not refundable.
vi)This clause applies without prejudice to the imperative legal rights of consumers, namely in terms of right of withdrawal, applicable exceptions, conformity of digital content and services and legal guarantees.
g)Legal guarantees and compliance of digital content and services:
i)When the Customer acts as a consumer, the mandatory legal rights relating to the conformity of goods, digital content and digital services apply, in accordance with applicable legislation, including the right to restore conformity, proportional reduction in price or termination of the contract, when legally permissible.
ii)Netwiz Systems's liability for lack of conformity concerns the content, digital service, functionality, platform, course, configuration or deliverable as provided by Netwiz Systems and within the conditions under its control, under the applicable legal terms.
iii)Unless a mandatory legal provision requires otherwise, the following situations do not constitute a lack of conformity attributable to Netwiz Systems:
(1)changes, configurations, integrations, publications, uploads, installations, updates or interventions carried out by the Customer or third parties under its responsibility;
(2)improper, non-conforming, abusive use or contrary to applicable instructions, documentation, technical requirements or Specific Conditions;
(3)incompatibility with systems, equipment, browsers, plugins, themes, software versions, services, APIs, credentials, configurations or technical environments not controlled by Netwiz Systems;
(4)failures of third-party providers, including hosting, domain, email, social networks, payment gateways, external platforms, AI tools, APIs, plugins, themes, libraries or cloud services;
(5)content, data, materials, instructions, prompts, campaigns, prices, products, services, texts, images, brands, files or elements provided, approved or published by the Customer;
(6)scope changes, new functionalities, subjective preferences, requests after approval, evolution of requirements or rework not included in the contracted service.
iv)When the Customer operates in a B2B context, verification, acceptance, staged approval, reference version and treatment of operational nonconformities are governed by the provisions of clauses 9.y, 9.z and the applicable Specific Conditions.
v)Any correction, replacement, restoration, adaptation, migration, alteration, update or intervention resulting from a fact attributable to the Customer, from an additional request or from a cause external to Netwiz Systems may constitute additional provision subject to budget, technical availability and prior approval.
vi)This clause applies without prejudice to the mandatory legal rights of consumers.
h)Procedure and contact:
i)For the purposes of cancellations, rescheduling, refund requests, support, compliance complaints, exercise of rights or communications related to services, courses, subscriptions, licenses or digital content, the Customer must contact Netwiz Systems through the official contact details published on the Website, except when there is a specific channel indicated in the Specific Conditions.
ii)The request must identify, whenever applicable, the Customer, the order, invoice, service, course, plan, subscription, license or contract in question, the date of contracting, the objective description of the situation, the basis of the request and the documentary or technical elements necessary for its analysis.
iii)Netwiz Systems may request additional information, evidence, screenshots, records, temporary access, logs, technical descriptions or other elements reasonably necessary to evaluate the request, verify compliance, reproduce the situation, determine liability or determine the applicable remedy.
iv)The lack of sufficient elements, the lack of collaboration from the Customer or the impossibility of reproducing/verifying the situation may prevent or delay the analysis of the request, without this constituting a breach attributable to Netwiz Systems.
v)The provisions of this clause apply without prejudice to the specific complaint mechanisms, Complaints Book and Alternative Dispute Resolution, when applicable.
11) Virtual Assistant and Website Chat
a)The Website may provide a Virtual Assistant, including chat features, pre-screening, navigation support, responding to simple requests and forwarding contacts, and the service may be provided by:
i)human intervention during working hours or when available; and
ii)automatic responses or responses assisted by Artificial Intelligence, particularly outside working hours, in periods when human assistance is unavailable or when such functionality is active.
b)Automatic responses are informative in nature and support navigation and pre-screening, and may contain inaccuracies, omissions or incorrect interpretations. The Virtual Assistant does not replace technical, legal, tax or other professional advice, nor does it constitute a binding contractual proposal.
c)Whenever the User requires confirmation, clarification or human intervention, they may request assistance through the chat itself, when available, or through the general contact indicated at the beginning of this document.
d)The use of the Virtual Assistant may involve recording and processing interactions for the purposes of order management, security, auditing, service improvement and, when applicable, continuity of service, under the terms set out in the Privacy Policy and the Cookies and Similar Technologies Policy. The User is responsible for not introducing into the chat special categories of personal data, sensitive personal data, confidential information, third party data, credentials, commercial secrets or elements that are unnecessary to process your request.
12) Third-party connections, integrations and services
a)The Website, Netwiz Solutions/Platforms or contracted services may contain, use or provide links, references, integrations, embedded content, plugins, APIs, tools, platforms, payment methods, scheduling systems, social networks, hosting services, cloud services, communication tools, Artificial Intelligence services, analytics systems, anti-spam/anti-bot mechanisms, technical providers or other third-party services.
b)The provision of links, references, integrations or functionalities associated with third parties is merely informative, technical, operational or functional in nature, not implying, unless expressly stated otherwise, approval, certification, guarantee, sponsorship, representation, commercial partnership, control or responsibility of Netwiz Systems in relation to these third parties.
c)Access, contracting, activation, configuration or use of third-party websites, platforms, tools or services is subject to the respective terms, privacy policies, cookie policies, commercial conditions, usage policies, technical requirements, costs, commissions, limitations and service levels defined by these third parties.
d)Netwiz Systems does not guarantee the availability, continuity, security, compliance, operation, updating, support, legality, quality, performance, suitability or future maintenance of third-party websites, platforms, content, APIs, tools, services or functionalities.
e)To the extent legally permitted, Netwiz Systems is not responsible for failures, unavailability, delays, blocking, changes, suspensions, discontinuations, losses, damages, costs, decisions, content, data processing, policies, commercial practices or measures adopted by third parties, except when they result exclusively from an act attributable to Netwiz Systems within the scope of express obligation assumed.
f)The User or Customer must consult and comply with the terms and policies of the relevant third parties before using, activating, contracting or integrating their services, being responsible for the consequences arising from their use, configuration or non-compliance.
13) Website Security and Integrity
a)Netwiz Systems adopts reasonable and proportionate technical and organizational measures to protect the Website, Account, reserved areas, Netwiz Solutions/Platforms and associated infrastructures against unauthorized access, undue changes, data loss, abuse, fraud, failures and other security events, taking into account the state of the art, the nature of the data, the associated risks and the proportionality of the applicable measures. Such measures constitute an obligation of means and do not guarantee absolute invulnerability, incident-free operation, absence of attacks, absence of vulnerabilities, full data recovery or impossibility of unauthorized access by third parties.
b)The User undertakes not to carry out acts that could compromise the security, availability or integrity of the Website, including intrusion attempts, exploiting vulnerabilities, unauthorized penetration tests, overloading systems or any form of interference with the normal functioning of the Website.
c)Whenever the User becomes aware of any failure, vulnerability or security incident related to the Website, Account, reserved areas, Netwiz Solutions/Platforms or associated infrastructures, they must report the situation as soon as possible through the general contact indicated at the beginning of this document, objectively describing the relevant facts and refraining from exploring, testing, publicly disclosing, accessing, copying, altering, deleting or exfiltrating data, contents, systems or configurations. Vulnerability reporting does not grant authorization to carry out intrusion tests, load tests, technical exploitation, reverse engineering, security bypass or any unauthorized intervention, nor does it imply an obligation to receive remuneration, reward or public recognition on the part of Netwiz Systems, unless previously, written and expressly agreed.
d)Netwiz Systems may implement additional protection measures, including limiting access attempts, anti-bot mechanisms, automatic validations and other controls designed to prevent fraud and abuse, and such measures may affect the availability of certain features in specific situations.
14) Liability, Limitations, Force Majeure and Unavailability
a)Netwiz Systems makes reasonable efforts to ensure the quality and continuity of the Website and associated services, but does not guarantee that operation will be uninterrupted, error-free or completely fault-free.
b)To the extent legally permitted and without prejudice to liability that cannot be excluded by law, Netwiz Systems is not responsible for indirect, incidental, special, consequential, punitive or reflexive damages, loss of profits, loss of revenue, loss of business, loss of opportunities, loss of expected savings, loss or corruption of data, loss of goodwill, reputational damage, interruption of activity, operational failures, costs of replacement of services, loss of productivity or any damages resulting from access, use, unavailability, suspension, limitation, alteration or termination of the Website, Netwiz Solutions/Platforms, AI functionalities, reserved areas, checkout, integrations/API, third-party services, plans, subscriptions, licenses or contracted services, except in cases where such exclusion is prohibited by mandatory legal rule.
c)Without prejudice to liability that, by law, cannot be excluded or limited, including liability for intent, gross negligence or damage to life or physical integrity, the total accumulated liability of Netwiz Systems, regardless of the basis invoked, including contractual, extra-contractual, pre-contractual or other legally admissible liability, is limited in the following terms:
i)when the Customer acts as a consumer (B2C), and only to the extent legally permitted, to the total amount actually paid by the consumer for the service, course, digital content, plan, subscription, license or contract specifically in question, without prejudice to applicable mandatory legal rights, including liability that cannot be excluded or limited by law;
ii)when the Customer acts in a B2B context, in the case of a one-off service, consultancy, development, training, course, pack, audit, license or non-recurring contract, to the total amount actually paid by the Customer for the service or contract specifically in question, except for a different limit expressly provided for in the applicable Specific Conditions;
iii)when the Customer acts in a B2B context, in the case of a plan, subscription, agreement, recurring license or continued service, to the total amount actually paid by the Customer in relation to the plan, subscription, agreement, license or continued service specifically in question in the last fully paid billing period immediately prior to the event giving rise to liability, except for a different limit expressly provided for in the applicable Specific Conditions;
iv)the limits set out in the previous subparagraphs, or the different limits expressly set out in the applicable Specific Conditions, apply to the total accumulated value of all claims, requests, damages, losses, costs, expenses or indemnities related to the same fact, service, plan, subscription, license, contract or set of related facts, and cannot be exceeded by splitting requests or cumulating grounds.
d)Netwiz Systems's liability for failures, unavailability, delays, limitations, changes, suspensions, discontinuations or damages resulting from services, platforms, APIs, integrations, infrastructures, payment methods, social networks, AI tools, hosting, communications, cloud services, plugins, themes, libraries, suppliers or other third parties is governed by the provisions of Section 12 and the clause 14.g, except when the damage results exclusively from an act attributable to Netwiz Systems within the scope of an expressly assumed obligation.
e)Force majeure situations are considered, among others, unpredictable or unavoidable events beyond the control of Netwiz Systems, including natural disasters, fires, floods, widespread power failures, disruptions in communications networks, acts of public authority, strikes, labor conflicts, sabotage, large-scale cyberattacks and other occurrences of a similar nature.
f)In case of force majeure, Netwiz Systems may suspend, totally or partially, access to the Website and/or the execution of affected obligations, for the period strictly necessary, without this constituting non-compliance, maintaining the duty of diligence in restoring the service when possible.
g)Service Levels (SLA), availability, maintenance and integrations/API
i)Unless there is an SLA expressly contracted or provided for in the Specific Conditions, the Website and the Netwiz Solutions/Platforms are made available on a reasonable best-efforts basis, “as is” and “as available”, without guarantee of uninterrupted operation, absolute absence of errors, permanent availability, compatibility with all systems, devices, browsers, plugins, themes, software versions, Customer configurations or third-party services.
ii)Netwiz Systems may carry out maintenance, update, correction, improvement, security or technical evolution interventions that imply suspension, temporary limitation or degradation of certain functionalities, whenever this is necessary or appropriate for the protection, stability, security, compliance or evolution of the service.
iii)The Customer acknowledges that certain functionalities may depend on services, platforms, APIs, integrations, infrastructures, hosting providers, payment methods, social networks, AI tools, communication systems or other third party providers, and changes, limitations, suspensions, unavailability, errors, delays, refusals, policy changes, price changes or discontinuations by these third parties may affect the functioning of the services, without this constituting non-compliance attributable to the Netwiz Systems.
iv)The Customer is responsible for the configuration, credentials, permissions, API keys/tokens, access levels, instructions, transmitted data, authorized integrations and maintaining the legality and appropriateness of the use made of these integrations, except when the failure results exclusively from an act attributable to Netwiz Systems.
v)When there is an SLA expressly contracted or provided for in the Specific Conditions, the metrics, measurement periods, exclusions, communication procedures, service credits and other conditions set forth therein apply exclusively.
vi)When the expressly contracted SLA or the Specific Conditions provide for service credits or compensation for non-compliance with availability, these credits constitute, to the extent legally permitted, the specific contractual means of compensation for such non-compliance, without prejudice to liability that cannot be excluded or limited by law.
15) Protection of Personal Data
a)The processing of personal data carried out in the context of the Website, including forms, contact requests, chat, reserved areas, hiring, payments, support and communications, is regulated in the Privacy Policy published on the Website, which constitutes an autonomous document and prevails in everything that concerns the purposes, legal grounds, categories of data, retention periods, recipients, transfers, rights of holders and respective means of exercise.
b)Without prejudice to the provisions of the Privacy Policy and the applicable Specific Conditions, Netwiz Systems may act as data controller in relation to data necessary for the management of the Website, accounts, billing, communications, security, support, fraud prevention and compliance with legal obligations.
c)Whenever, within the scope of Netwiz Solutions/Platforms or services provided to the Customer, Netwiz Systems processes personal data on behalf of the Customer and in accordance with its instructions, the Customer acts as controller and Netwiz Systems as processor, and a Data Processing Agreement (“DPA”) shall apply where required by Article 28 GDPR, and/or additional Specific Conditions, without prejudice to the Privacy Policy and applicable data protection legislation.
d)The Customer is responsible for ensuring the lawfulness of the collection, use, transmission and insertion of personal data in the Netwiz Solutions/Platforms, as well as for complying with information duties, obtaining consents, defining grounds for lawfulness and other legal obligations that apply to the Customer as the controller.
e)The contact for matters related to the protection of personal data and the exercise of rights is as indicated in the Privacy Policy and in the contact details published on the Website.
16) Cookies and Similar Technologies
a)The Website may use cookies and similar technologies, including identifiers, pixels, tags, scripts and other equivalent technologies, to ensure the technical functioning of the Website, reinforce security, enable essential functionalities, improve the browsing experience, measure performance and, when applicable, support contracting, checkout, payments, communication, statistical analysis and marketing functionalities.
b)The use of cookies and similar technologies is regulated in the Cookies and Similar Technologies Policy published on the Website, which constitutes an autonomous document and prevails in everything regarding cookie categories, purposes, applicable grounds, conservation periods, suppliers, technologies used, forms of preference management and consent mechanisms.
c)The User can manage their preferences through the consent mechanism available on the Website and, additionally, through browser settings, recognizing that deactivating certain technologies may affect the availability, security or correct functioning of some features.
d)Changing, replacing or updating the Cookies and Similar Technologies Policy does not, in itself, imply a change to this document, unless there is an express reference to the contrary.
17) Complaints, Complaints Book and Alternative Dispute Resolution (RAL)
a)The User may submit requests for clarification, formal communications or complaints through the contact details published on the Website, without prejudice to the applicable legal mechanisms, including the Complaints Book and the means of Alternative Resolution of Consumer Disputes.
b)The internal customer support channels, support, chat, tickets or forms provided by Netwiz Systems are intended for the operational management of requests and incidents, and do not replace the Complaints Book or the legally established mechanisms for submitting formal complaints.
c)Information regarding the Complaints Book, including its electronic access, as well as information on Alternative Resolution of Consumer Disputes, competent entities, contacts and other legally required elements, is available on a separate page or document published on the Website.
d)In the event of a consumer dispute, the consumer may resort to an Alternative Consumer Dispute Resolution Entity, under the applicable legal terms, without prejudice to recourse to the competent judicial courts.
e)Changing, updating or replacing the page/autonomous document on Complaints, Complaints Book and Alternative Dispute Resolution does not, in itself, imply an alteration to this document, unless there is an express reference to the contrary.
18) Applicable Law, Dispute Resolution and Venue
a)This document, as well as access and use of the Website, Account, reserved areas, Netwiz Solutions/Platforms, services, plans, subscriptions, licenses, digital content and other legal relationships arising from it, are governed by Portuguese law.
b)Without prejudice to the use of alternative dispute resolution means, when applicable, and other mandatory legal rules, the parties will seek to resolve in good faith any disagreements arising from the use of the Website, contracting, execution of services, payments, intellectual property, confidentiality, data protection, liability, termination or other matters regulated in this document or in the Specific Conditions.
c)When the User or Customer acts as a consumer, the competent court is determined in accordance with legally applicable terms, without prejudice to the mandatory rules of territorial jurisdiction and the rights conferred on the consumer.
d)When the User or Customer acts in a B2B, business, professional or institutional context, unless otherwise agreed in writing or applicable mandatory legal rule, the territorially competent court of the district corresponding to the headquarters of Netwiz Systems is competent, with express waiver of any other legally waiverable forum.
e)The provisions of this section do not prevent Netwiz Systems from resorting to legally admissible judicial, arbitration, precautionary, injunctive, executive or administrative means that are necessary for the urgent protection of its rights, including collection of overdue amounts, protection of intellectual property, confidentiality, commercial secrets, security, system integrity, cessation of illicit use, blocking of abusive access or prevention of serious damage.
19) Contacts, Notifications and Electronic Communications
a)For the purposes of contact, support, requests for information, communications related to the Website, services, plans, subscriptions, licenses or Netwiz Solutions/Platforms, the User must use the contacts and forms published on the Website, including the general contact indicated at the beginning of this document, unless a specific applicable channel is indicated.
b)For matters related to the protection of personal data and the exercise of holders' rights, the contact indicated in the Privacy Policy and in the contacts published on the Website must be used, including the GDPR contact indicated at the beginning of this document, when applicable.
c)Communications carried out by Netwiz Systems electronically, including email, notifications in the reserved area, messages in the Account, tickets, support systems or other digital means associated with the service, are considered valid means of communication, without prejudice to specific legal formalities that are imperatively required in certain contexts.
d)For Users or Customers with an Account, subscription, plan, license, ongoing service or reserved area, operational, contractual and technical notifications can be made to the email associated with the Account, to the contact indicated by the Customer, through the reserved area or by other electronic means available in the service.
e)The Customer is responsible for keeping its contacts, emails, billing data, authorized interlocutors and communications reception settings up to date, as well as ensuring that messages from Netwiz Systems are not blocked by spam filters, firewalls, internal rules, full mailboxes, domain errors or technical configurations of the Customer.
f)Unless there is proof of an error attributable to Netwiz Systems, the duty of communication is considered fulfilled by sending the message to the indicated electronic contact, associated with the Account or used by the Customer within the scope of the contractual relationship, even if the message is not read, is filtered, rejected, automatically archived or is not forwarded internally by the Customer.
g)Netwiz Systems may retain technical records and evidence of sending, receipt, submission, acceptance, confirmation, logs, tickets, communications and interactions associated with the Website, Account, services, subscriptions or support, for the period necessary to comply with legal obligations, contractual execution, security, audit, proof, fraud prevention and defense of rights, in accordance with the Privacy Policy.
h)Whenever the law requires a specific form, durable medium, express confirmation, signature, registered communication or other formalism, the legally required means will prevail.
20) Technical Records, Logs and Electronic Evidence
a)For the purposes of security, auditing, support, contractual execution, fraud prevention, Account management, billing, incident resolution, proof of use, acceptance of conditions and defense of rights, Netwiz Systems may retain technical records and electronic evidence related to access and use of the Website, Account, reserved areas, Netwiz Solutions/Platforms, checkout, subscriptions, licenses, support, communications and contracted services.
b)These records may include, in particular, access logs, dates and times of use, IP address, technical identifiers, authentication events, actions performed on the Account, form submissions, checkout confirmations, selection of acceptance fields, versions of accepted documents, payment history, payment failures, sent communications, tickets, support interactions, configuration changes and security logs.
c)To the extent legally permissible, technical records and electronic evidence maintained by Netwiz Systems may be used as a means of proving the use of the Website, acceptance of conditions, submission of requests, contracting, communication, fulfillment or non-compliance with obligations, occurrence of incidents, abusive use, validations, approvals or actions carried out by the User, Customer or Authorized Users.
d)The conservation and processing of these records are carried out in accordance with the Privacy Policy, the applicable Specific Conditions and the legislation in force, for the period necessary for the applicable legitimate purposes, including legal compliance, contractual execution, security, auditing, fraud prevention and defense of rights.
21) Final Provisions, Version, Validity and Updates
a)This document comes into force on the date indicated at the end of the text and remains applicable as long as it is published on the Website.
b)The current version is the one publicly accessible on the Website, and periodic consultation is recommended to check for updates.
c)When relevant changes are made, Netwiz Systems may adopt additional communication mechanisms on the Website, without prejudice to the production of effects upon publication.
d)Partial nullity and non-waiver: if any provision of this document is considered invalid, illegal or unenforceable, this does not affect the validity of the remaining provisions, and the affected provision must be interpreted or replaced, to the extent legally permitted, by another that better approximates the intended objective. Tolerance, omission or delay in the exercise of any right by Netwiz Systems does not constitute a waiver, maintaining all cumulative rights and powers.
e)Assignment, subcontracting and technical suppliers:
i)Netwiz Systems may use entities from the same group, partners, providers, technical suppliers, subcontractors, consultants, cloud services, hosting, communication platforms, support tools, payment methods, APIs, Artificial Intelligence services, security systems, technical processing or other third parties necessary for the provision, execution, maintenance, security, evolution, support or continuity of the Website, Netwiz Solutions/Platforms and services contracted, provided that such resource respects applicable legislation and the Specific Conditions.
ii)The use of third parties referred to in the previous paragraph does not constitute an unlawful assignment, breach of contract or substantial alteration of the contractual relationship, when necessary or appropriate for the execution, security, maintenance, support, evolution or continuity of the services.
iii)Netwiz Systems may assign, in whole or in part, its contractual position, credits, rights or obligations to a successor entity, entity of the same group or third party, particularly in the event of corporate reorganization, merger, division, transfer of establishment, transfer of assets, change of infrastructure provider or equivalent operation, without prejudice to applicable mandatory legal rights and provided that such assignment does not unlawfully reduce or prejudice the Customer’s rights.
iv)When subcontracting involves the processing of personal data on behalf of the Customer, the Privacy Policy, the Data Processing Agreement (“DPA”), when applicable, the Specific Conditions and data protection legislation apply.
v)The Customer may not assign, transmit, sublicense or allow the use of its contractual position, Account, plan, subscription, license or rights of use by third parties without prior, written and express authorization from Netwiz Systems.
The versions and dates of the Legal Notice and Terms and Conditions of Use of the Website, the Privacy Policy, the Cookies and Similar Technologies Policy and other complementary documentation published online are published on the Website.