Terms of Service

Welcome to TARBASE. These Terms of Service ("Terms") govern your use of our solutions architecture, cybersecurity, and technology consulting services provided by TARBASE LDA ("TARBASE," "Company," "we," "us," "our"). By using our services, you enter into a legal agreement with us.

1. Agreement Overview

1.1 Accepting These Terms

By accessing or using our services, you agree to these Terms. If you don't agree, please don't use our services. We recommend reading these Terms carefully before proceeding.

1.2 Who Can Use Our Services

You must be at least 18 years old and have the legal authority to enter into contracts. If you're using our services for an organization, you confirm you have authority to bind that organization to these Terms.

1.3 Changes to Terms

We may update these Terms occasionally. We'll notify you of significant changes at least 30 days in advance via email or through our platform. Continued use after changes take effect means you accept the new Terms.

2. Our Consulting Services

2.1 What We Offer

TARBASE provides professional technology consulting services including:

• Solutions architecture design and implementation
• Cybersecurity assessment and improvement
• Cloud migration and infrastructure optimization
• DevOps-as-a-Service and managed services
• AI implementation and automation consulting
• Fractional CTO and CISO services
• Technology strategy development
• Training and knowledge transfer

2.2 Service Delivery

Our consulting services are delivered through:

• Direct consultation sessions (remote or in-person)
• Access to our proprietary platforms and tools
• Written reports and recommendations
• Implementation support and guidance
• Ongoing advisory services as agreed

2.3 Professional Standards

We commit to:

• Providing services with professional skill and care
• Maintaining confidentiality of your information
• Delivering services within agreed timeframes
• Providing clear and actionable recommendations
• Supporting implementation of our recommendations when requested

3. Client Responsibilities

3.1 Your Cooperation

Successful consulting engagements require your active participation. You agree to:

• Provide accurate and complete information
• Make key personnel available for consultations
• Respond to our requests in a timely manner
• Implement security measures we recommend
• Inform us of any changes affecting the project

3.2 Access and Resources

You will provide us with:

• Necessary access to your systems and platforms (as required)
• Relevant documentation and data
• Appropriate workspace and facilities (for on-site work)
• Clear project requirements and objectives

3.3 Decision Making

You remain responsible for:

• All business decisions based on our recommendations
• Implementation of consulting recommendations
• Compliance with applicable laws and regulations
• Managing your own personnel and operations

4. Engagement Terms

4.1 Statements of Work

Specific consulting engagements will be detailed in separate Statements of Work ("SOW") that include:

• Scope of services
• Deliverables and milestones
• Timeline and deadlines
• Fees and payment terms
• Success criteria

4.2 Project Changes

Changes to project scope require written agreement from both parties. Additional work beyond the original scope will be billed separately at our current rates.

4.3 Consulting Deliverables

Unless otherwise agreed in writing:

• We retain ownership of our methodologies and pre-existing materials
• You own the specific deliverables created for your project
• We may use general knowledge gained for other clients
• Case studies require your prior written consent

5. Fees and Payment

5.1 Consulting Fees

Our fees are specified in each SOW and may include:

• Fixed project fees
• Hourly or daily consulting rates
• Retainer arrangements
• Success-based fees (where applicable)
• Subscription fees for platform access

5.2 Payment Terms

Unless otherwise specified in the SOW:

• Invoices are issued monthly or upon milestone completion
• Payment is due within 30 days of invoice date
• We accept bank transfers, credit cards, and other agreed methods
• All fees are non-refundable unless otherwise stated

5.3 Expenses

Reasonable expenses incurred in providing services (travel, accommodation, etc.) will be billed separately with your prior approval. We'll provide receipts for all expenses over $50.

5.4 Late Payments

Late payments may incur:

• Interest at 1.5% per month or the maximum legal rate
• Suspension of services until payment is received
• Collection costs and legal fees if applicable

5.5 Taxes

You're responsible for all applicable taxes except those we're legally required to pay. Our fees don't include taxes unless explicitly stated.

6. Intellectual Property

6.1 Our Property

We retain all rights to our:

• Pre-existing methodologies and tools
• Standard processes and frameworks
• Platform and software
• Training materials and templates
• General knowledge and expertise

6.2 Your Property

You retain all rights to your:

• Existing business information and data
• Confidential information
• Business processes (except improvements we develop)
• Implementation of our recommendations

6.3 Project Deliverables

Deliverables created specifically for you become your property upon full payment. However, we retain the right to use underlying methodologies and general knowledge for other clients.

7. Confidentiality

7.1 Mutual Confidentiality

Both parties agree to:

• Keep confidential information private
• Use confidential information only for the engagement
• Protect information with reasonable security measures
• Return or destroy confidential information when requested

7.2 Exceptions

Confidentiality doesn't apply to information that:

• Is or becomes publicly known through no fault of ours
• Was known before disclosure
• Is independently developed
• Must be disclosed by law

7.3 Duration

Confidentiality obligations continue for 3 years after the engagement ends, except for trade secrets which remain confidential indefinitely.

8. Data Protection and Privacy

8.1 Data Processing

We process your data in accordance with applicable privacy laws. Our Privacy Policy (available on our website) explains how we handle personal information.

8.2 Security Measures

We implement appropriate technical and organizational measures to protect your data, including:

• Encryption of data in transit and at rest
• Access controls and authentication
• Regular security assessments
• Incident response procedures

9. Warranties and Limitations

9.1 Our Commitments

We warrant that:

• Services will be performed professionally and competently
• We have the right to provide the services
• Deliverables won't knowingly infringe third-party rights

9.2 Limitations

We don't guarantee:

• Specific business results or outcomes
• Compatibility with all systems
• Error-free platform operation
• That recommendations will meet all needs

9.3 Liability Cap

Our total liability for any claims is limited to the fees you paid us in the 6 months before the claim arose. This doesn't apply to breaches of confidentiality, gross negligence, or willful misconduct.

10. Term and Termination

10.1 Term

These Terms begin when you first use our services and continue until terminated.

10.2 Termination for Convenience

Either party may terminate an engagement with 30 days written notice, subject to completing ongoing work and payment obligations.

10.3 Termination for Cause

Either party may terminate immediately if the other:

• Materially breaches these Terms and doesn't cure within 15 days
• Becomes insolvent or bankrupt
• Engages in illegal activities

11. Dispute Resolution

11.1 Negotiation First

Before formal proceedings, parties will attempt good-faith negotiation for 30 days.

11.2 Governing Law

These Terms are governed by Portuguese law. Any disputes will be resolved in the courts of Porto, Portugal.

12. General Provisions

12.1 Independent Contractors

We're independent contractors, not employees, partners, or agents of each other.

12.2 Entire Agreement

These Terms and any SOWs constitute the entire agreement between parties, replacing all prior agreements.

12.3 Severability

If any provision is invalid, the rest of the Terms remain in effect.