These Terms and Conditions (“Terms”) govern the consultancy services provided by BIZHOPE, UNIPESSOAL LDA, a limited liability company incorporated under the laws of Portugal, with registered office at Rua Monsenhor Manuel Teixeira, nº 10, R/C, 1495-065 Algés, company number 518 476 944, trading as Exodia (“Exodia”, “we”, “our”), holder of EU trade mark No. 019076041 (EUIPO), to business clients (“Client”, “you”).
By subscribing to or using the Services in any manner, including completing online checkout, clicking accept, issuing a purchase order, signing an order form, paying an invoice, or accessing the Exodia portal, the Client agrees to these Terms, the Privacy Policy, and, where Exodia processes personal data on the Client’s behalf, the Data Processing Agreement as published on Exodia’s website. These Terms apply exclusively to business-to-business transactions. The individual taking the action represents that they are authorized to bind the Client.
1. AGREEMENT FORMATION
1.1 Formation methods. A binding agreement is formed when the Client:
- a) completes checkout and pays the applicable subscription fee; or
- b) approves defined hourly or project-based work by paying an invoice issued by Exodia or providing written confirmation (including purchase order, signed order form, or email confirmation).
1.2 Primary model. Exodia primarily provides services on a subscription basis. Hourly and project-based work approved under clause 1.1(b) is also governed by these Terms.
1.3 Electronic acceptance. Manual signatures are not required. Exodia’s electronic records (including payment confirmations, IP address, and timestamp logs) serve as valid proof of acceptance.
1.4 Effective date. The Effective Date is the date of the first successful subscription payment, or for non-subscription work, the date of invoice payment or other written approval under clause 1.1(b).
1.5 Incorporated policies. By entering into this Agreement, the Client agrees to these Terms, the Privacy Policy, and, where Exodia processes personal data on the Client’s behalf, the Data Processing Agreement as published on Exodia’s website.
1.6 Changes to Terms. Exodia may update these Terms from time to time. Material changes will be communicated in advance and are deemed accepted upon renewal or continued use of the Services.
2. SERVICES
2.1 Scope. Exodia provides technology consultancy on a subscription, hourly, or project basis across application development, automation, artificial intelligence, and integrations within the Microsoft 365, Power Platform and Azure ecosystem.
2.2 Delivery environment. Services are delivered exclusively within the Client’s Microsoft 365, Power Platform and/or Azure tenant. Exodia does not host or store Client production data unless expressly agreed in writing.
2.3 Plan and capacity. The features, scope, and capacity of services are determined by the subscription plan selected, as published on Exodia’s website.
2.4 Out-of-scope requests. Requests outside the selected plan may require an upgraded subscription or defined hourly or project-based work invoiced by Exodia and paid by the Client. Payment of such invoice constitutes binding approval under these Terms.
2.5 Custom consultancy. Exodia offers custom consultancy services for new projects. Such work is billed in two ways:
- a) Scoping. Analysis and design phases are billed at a quoted hourly rate, invoiced monthly in arrears.
- b) Implementation. If Exodia issues an invoice for a defined project-based implementation and the Client pays it, that work is delivered under these Terms at the fixed price stated in the invoice.
3. SUBSCRIPTION PLANS AND PRICING
3.1 Publication. The current subscription plans, features, and pricing are published on Exodia’s website and form part of this Agreement.
3.2 Prevailing version. In case of conflict, the version published on the website prevails.
3.3 Agreement to fees. By subscribing, the Client agrees to the fees, billing cycle, and service rules applicable to the chosen plan, together with any applicable taxes.
3.4 Billing cycle. Subscription fees are billed monthly in advance.
3.5 Onboarding fee. A one-time onboarding fee applies at signup, which fifty (50) percent (%) may be credited back after one hundred eighty (180) consecutive active days as a Client.
3.6 Pilot offer. A pilot offer may be available; fees paid for the pilot are credited toward the first subscription invoice if the Client subscribes within twenty (20) days of pilot delivery.
3.7 Reactivation. If a subscription is cancelled and reactivated within ninety (90) days, a reactivation fee applies; after ninety (90) days, the standard onboarding fee applies.
3.8 Plan changes. Requests for plan upgrades or downgrades take effect from the next billing cycle. No mid-cycle adjustments are made.
3.9 Discounts. Exodia does not offer public discounts. Any promotional or referral discounts are granted at Exodia’s sole discretion.
3.10 Hourly and project-based work. Fees for hourly consultancy and project-based implementations are as quoted in writing by Exodia. Hourly consultancy is invoiced monthly in arrears, and project-based implementations are invoiced at the fixed price stated in the invoice.
4. PAYMENT TERMS
4.1 Invoicing method. Fees are invoiced via Stripe or other payment methods listed on Exodia’s website. Subscription fees are invoiced monthly in advance. Hourly consultancy is invoiced monthly in arrears. Project-based implementations are invoiced at the fixed price stated in the invoice.
4.2 Taxes. All fees are exclusive of VAT and other applicable taxes. VAT is added where legally required. If the Client is VAT-registered and eligible for reverse charge or exemption, the Client must provide valid tax details. The Client remains responsible for complying with tax laws in its jurisdiction.
4.3 Late payment. If payment is not received on time, Exodia may suspend services until all outstanding amounts are settled.
4.4 Refunds. Fees are non-refundable, and no credits are provided for unused service capacity or elapsed periods.
4.5 Expenses. The Client shall reimburse Exodia for reasonable and pre-approved expenses, including but not limited to travel and software licenses, where incurred in connection with service delivery.
5. CLIENT RESPONSIBILITIES
5.1 Single point of contact. The Client must appoint a single point of contact (SPOC) to act as the bridge between Exodia and the business. The SPOC identifies potential use cases, helps navigate internal structures, coordinates infrastructure setup, and ensures smooth collaboration.
5.2 Access and licenses. The Client shall provide timely access, licenses, and data necessary for service delivery.
5.3 Backups and security. The Client is responsible for maintaining backups, tenant security, and user access controls.
5.4 Legal compliance. The Client shall comply with all applicable laws and licenses when using the Services.
5.5 Dependencies. Exodia’s performance depends on the Client providing timely access, information, decisions, and cooperation. Exodia is not liable for delays, additional costs, or impact on deliverables caused by Client-side dependencies or failures.
6. EXODIA RESPONSIBILITIES
6.1 Professional standards. Exodia shall perform services with professional skill and care using qualified personnel.
6.2 Confidentiality and data protection. Exodia shall maintain confidentiality and comply with applicable data protection laws, including GDPR.
6.3 Support. Exodia shall provide support for deliverables it has created within the scope of the active subscription plan, during standard business hours, excluding Portuguese and EU public holidays.
6.4 Access management. Exodia shall revoke or disable access credentials promptly upon termination or expiry.
7. OWNERSHIP OF WORK
7.1 Deliverables. Upon full payment, ownership of deliverables produced by Exodia transfers to the Client.
7.2 Pre-existing tools. Exodia retains ownership of pre-existing tools, which are licensed on a non-exclusive basis for use in connection with the Services.
7.3 Third-party software. Third-party software and licenses remain under their own terms and must be obtained by the Client.
7.4 Know-how. Exodia retains the right to reuse general know-how, methodologies, and non-confidential learnings developed during service delivery.
7.5 Open-source and third-party components. Exodia may incorporate open-source software or third-party components into deliverables. Exodia shall use best efforts to ensure such use does not adversely affect the Client’s rights. Such components remain subject to their own licenses, and the Client agrees to comply with those license terms.
8. CONFIDENTIALITY AND DATA PROTECTION
8.1 Confidential information. Both parties shall keep confidential all non-public information received in connection with this Agreement.
8.2 Exclusions. Confidentiality does not apply to information that is public, independently developed, or legally required to be disclosed.
8.3 Data processing. A GDPR-compliant Data Processing Agreement (DPA), as published on Exodia’s website, applies to all processing of personal data under this Agreement.
8.4 Breach notification. Exodia shall notify the Client without undue delay in the event of a confirmed personal data breach.
9. LIABILITY
9.1 Cap on liability. Exodia’s total liability is limited to the fees paid by the Client in the twelve (12) months preceding the claim.
9.2 Excluded losses. Exodia shall not be liable for indirect or consequential losses, including loss of profits, business, or data.
9.3 Non-excludable liability. These limitations do not apply where liability cannot be excluded under applicable law.
10. TERM, PAUSES, AND TERMINATION
10.1 Subscription term. Subscriptions are monthly with a minimum commitment of three (3) consecutive months unless otherwise stated. Early cancellation does not relieve the Client of the obligation to pay fees for the three (3) month minimum commitment.
10.2 Client cancellation. The Client may cancel with at least thirty (30) days’ written notice, provided that cancellation takes effect only after completion of the minimum three (3) consecutive months under clause 10.1.
10.3 Exodia termination. Exodia may suspend or terminate services for overdue payments, material breach, or non-compliance.
10.4 Pauses. Clients may pause their subscription for up to ninety (90) days after completion of the minimum three (3) consecutive months under clause 10.1. If the subscription is reactivated within ninety (90) days, a reactivation fee applies; if reactivated after ninety (90) days, the standard onboarding fee applies.
10.5 Access on termination. Exodia shall revoke access and deliver completed work upon termination once all outstanding fees are paid.
10.6 No rollover. Unused capacity or outcomes do not roll over to subsequent billing periods.
11. DISPUTE RESOLUTION AND GOVERNING LAW
11.1 Governing law. These Terms are governed by the laws of Portugal.
11.2 Negotiation. Disputes shall first be resolved through good-faith negotiation.
11.3 Mediation. If unresolved, the parties shall attempt mediation before resorting to litigation.
11.4 Jurisdiction. The courts of Portugal shall have exclusive jurisdiction for unresolved disputes.
12. REFERRAL PROGRAM
12.1 Referral discount. For each Client referred who subscribes and remains active for six (6) months, the referrer receives a 10% discount on their current subscription for six (6) months, subject to active account status.
13. NON-SOLICITATION
13.1 Restriction. The Client shall not solicit or hire Exodia’s employees or contractors during the Agreement and for twelve (12) months following termination.
13.2 Conversion fee. Breach of this clause will result in a conversion fee equal to six (6) months of the employee’s or contractor’s last fee or salary.
14. GENERAL PROVISIONS
14.1 Force majeure. Neither party shall be liable for failure to perform due to events beyond their reasonable control. Obligations resume once the event ends. If the event continues for more than sixty (60) days, either party may terminate upon written notice.
14.2 Assignment and subcontracting. The Client may not assign this Agreement without Exodia’s written consent. Exodia may subcontract work but remains fully responsible for subcontractor performance.
14.3 Merger. This Agreement shall remain binding and shall not terminate in the event of Exodia’s merger, consolidation, or reorganization.
14.4 Portfolio rights. Exodia may reference the Client’s name and use non-confidential aspects of the Services or deliverables in its portfolio and marketing materials, unless the Client objects in writing.
14.5 Export control and compliance. The Client shall not use the Services in violation of applicable export control, trade sanctions, or similar laws. Exodia may suspend or terminate Services if continuing would breach such laws.
15. ENTIRE AGREEMENT
15.1 Entire agreement. These Terms, together with the Privacy Policy, the Data Processing Agreement, and the plan details published on Exodia’s website, constitute the entire agreement between the parties and supersede all prior proposals, communications, and understandings.
15.2 Severability. If any provision is found invalid, the remaining provisions remain in effect.
15.3 Amendments. No amendment is valid unless made in writing and published by Exodia through its official channels.
15.4 No waiver. Failure or delay in exercising any right under this Agreement does not constitute a waiver of that right.
15.5 Order of precedence. In case of conflict between these documents, the following order applies: (i) these Terms, (ii) the Data Processing Agreement, (iii) the Privacy Policy, and (iv) the subscription plan details published on Exodia’s website.
15.6 Governing language. These Terms are drafted in English. In the event of any conflict between the English version and a translation, the English version prevails.