Terms and Conditions - Darkmoon Innovations

Darkmoon Innovations Lda
Last updated: 09-04-2026
Version: 1.0

These Terms and Conditions (“Terms”) govern your access to and use of the services, website, software, and products provided by Darkmoon Innovations Lda. Please read them carefully before using our Services.

1. Acceptance of Terms

1.1 By accessing or using any service, platform, website, software, application, or deliverable provided by Darkmoon Innovations Lda, a private limited company incorporated under the laws of Portugal, (“Darkmoon“, “we“, “us“, or “our“), you (“Client“, “User“, or “you“) agree to be bound by these Terms and Conditions.

1.2 If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms. If you do not have such authority, or if you do not agree with any provision of these Terms, you must not access or use our Services.

1.3 These Terms constitute a legally binding agreement between you and Darkmoon Innovations Lda. Your continued use of the Services following any modifications to these Terms constitutes acceptance of the revised Terms.

1.4 If you are a consumer domiciled in the European Union or Brazil, additional rights may apply under applicable consumer protection legislation, including but not limited to Directive 2011/83/EU and the Brazilian Consumer Defense Code (Law No. 8,078/1990). Nothing in these Terms limits or excludes rights that cannot be waived under mandatory applicable law.

2. Description of Services

2.1 Scope. Darkmoon Innovations provides, among others, the following professional technology services (“Services“):

IT Consulting & Advisory: Strategic technology consulting, digital transformation advisory, vendor selection, architecture review, and technology roadmap design.
Nearshore & Talent Solutions: Recruitment Process Outsourcing (RPO), nearshore team augmentation, international mobility support, and managed delivery teams.
Software Development & MVP Delivery: End-to-end design and development of software products, minimum viable products (MVPs), web and mobile applications, APIs, and integrations.
Platform Scaling & Cloud Architecture: System redesign, cloud migration and architecture (Azure, AWS, GCP), performance optimisation, and DevOps implementation.
AI Automation & Data Systems: Artificial intelligence integrations, machine learning pipelines, robotic process automation (RPA), data engineering, and intelligent workflow automation.
Managed Services & Support: Post-deployment support, SLA-based maintenance, monitoring, and continuous improvement services.

2.2 Service Agreements. The specific scope, deliverables, timelines, pricing, and conditions applicable to each engagement are defined in a separate Statement of Work (SoW), Service Level Agreement (SLA), or Master Service Agreement (MSA) executed between the parties. In case of conflict between these Terms and any SoW/MSA, the SoW/MSA shall prevail with respect to the specific engagement.

2.3 Availability. Darkmoon reserves the right to modify, suspend, or discontinue any Service or feature at any time, with or without notice, provided that we give reasonable advance notice where such changes materially affect an ongoing engagement. We shall not be liable to you or any third party for any modification, suspension, or discontinuation of Services, except as required by applicable law or as agreed in a specific SoW.

2.4 Third-Party Services. Our Services may integrate with or depend on third-party platforms, tools, or APIs (such as Microsoft Azure, Google Cloud, Amazon Web Services, Salesforce, SAP, UiPath, or others). Darkmoon does not control and is not responsible for the availability, accuracy, or terms of such third-party services. Your use of third-party services is governed by their respective terms and policies.

2.5 Beta and Preview Features. Darkmoon may, from time to time, offer access to features or services in preview or beta stage. Such features are provided “as-is” without any warranty, may be discontinued at any time, and are not subject to any SLA or support commitment unless expressly stated.

3. Licence to Use and Restrictions

3.1 Grant of Licence. Subject to full payment of applicable fees and compliance with these Terms, Darkmoon grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable licence to access and use the Services and any software or deliverables specifically created for you under a signed SoW, solely for your internal business purposes.

3.2 Custom Deliverables. Unless otherwise agreed in writing, all custom software, code, applications, designs, documentation, and other deliverables specifically created and fully paid for under a SoW shall be owned by you upon receipt of full payment, subject to the exceptions set out in clause 5 (Intellectual Property) below.

3.3 Proprietary Tools and Frameworks. Any proprietary frameworks, libraries, tools, methodologies, templates, or pre-existing intellectual property owned by Darkmoon that are incorporated into deliverables (“Darkmoon IP“) shall remain the exclusive property of Darkmoon. Darkmoon grants you a perpetual, royalty-free licence to use such Darkmoon IP solely as incorporated into and necessary for the operation of the custom deliverables provided to you.

3.4 Restrictions. You shall not, and shall not permit any third party to:

(a) copy, modify, adapt, translate, or create derivative works of any proprietary Darkmoon IP, except as expressly permitted by these Terms;
(b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of any Darkmoon proprietary software;
(c) sublicense, sell, resell, transfer, assign, or otherwise commercially exploit the Services or proprietary Darkmoon IP to third parties without prior written consent;
(d) use the Services to build a competitive product or service;
(e) use the Services to process or store data in violation of applicable laws, including data protection legislation;
(f) introduce malicious code, viruses, or any software that may interfere with or damage Darkmoon’s systems or those of other clients;
(g) circumvent or disable any security or access control features of the Services;
(h) use the Services in any way that violates applicable laws, regulations, or these Terms.

3.5 Open Source Components. To the extent any open-source components are included in deliverables, those components are governed by their respective open-source licences, which will be listed in applicable documentation.

4. User Accounts and Responsibilities

4.1 Account Registration. Access to certain Services may require the creation of a user account. You agree to provide accurate, current, and complete information during registration and to keep your account information updated at all times.

4.2 Account Security. You are solely responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to:

(a) use a strong, unique password and enable multi-factor authentication where available;
(b) notify Darkmoon immediately at [SECURITY EMAIL] upon becoming aware of any unauthorised use of your account or any breach of security;
(c) log out of your account at the end of each session when using shared devices.

4.3 Client Responsibilities. You agree that you are responsible for:

(a) providing accurate, complete, and timely information, materials, access, and decisions necessary for Darkmoon to perform the Services;
(b) ensuring that all data, content, and materials you provide to Darkmoon comply with applicable laws and do not infringe the rights of any third party;
(c) maintaining appropriate backups of your data;
(d) ensuring that your use of the Services complies with all applicable laws and regulations in your jurisdiction;
(e) obtaining all necessary licences, consents, and permissions for data or materials provided to Darkmoon for use in delivering the Services.

4.4 Acceptable Use. You agree not to use the Services for any unlawful purpose or in any manner that could harm, disrupt, or impair the Services or interfere with any other party’s use of the Services.

4.5 Client Representative. Where you are a company, you shall designate a primary point of contact (“Client Representative“) who has authority to act on your behalf in connection with the Services.

5. Intellectual Property

5.1 Darkmoon Ownership. Darkmoon and its licensors retain all right, title, and interest in and to: (a) the Darkmoon name, brand, logo, and trademarks; (b) all proprietary methodologies, frameworks, tools, platforms, and know-how developed by Darkmoon; (c) all pre-existing intellectual property owned by Darkmoon; and (d) all improvements, enhancements, or modifications to any of the foregoing, whether or not developed during an engagement.

5.2 Client Ownership of Custom Deliverables. Subject to full payment of all applicable fees and subject to clause 3.3 (Darkmoon IP) and 5.3 (Background IP), Darkmoon hereby assigns to you all right, title, and interest in and to the custom deliverables specifically created for you under a signed SoW.

5.3 Background IP. Each party retains ownership of all intellectual property that it owned prior to the commencement of any engagement (“Background IP“). Neither party acquires any rights in the other party’s Background IP except as expressly set out in these Terms or a signed SoW.

5.4 Feedback. If you provide Darkmoon with any feedback, suggestions, ideas, or improvements regarding the Services (“Feedback“), you hereby grant Darkmoon a perpetual, irrevocable, worldwide, royalty-free licence to use, incorporate, and commercialise such Feedback without any obligation to you.

5.5 Portfolio Rights. Unless you notify us otherwise in writing, you grant Darkmoon the right to reference your company name, logo, and a brief description of the project in Darkmoon’s marketing materials, website, and portfolio, subject to any confidentiality obligations.

5.6 Artificial Intelligence. Where Services involve the use of artificial intelligence tools (“AI Tools“), Darkmoon will disclose such use. You acknowledge that: (a) AI-generated content may form part of deliverables; (b) the intellectual property status of AI-generated outputs is evolving under applicable law and may affect ownership rights; (c) Darkmoon does not warrant that AI-generated outputs are original or free from third-party claims. The parties shall agree in the applicable SoW how AI Tools will be used and how any resulting IP shall be allocated.

6. Pricing, Payment Plans, and Refunds

6.1 Fees. The fees for Services are set out in the applicable SoW, proposal, or invoice. All fees are quoted exclusive of VAT (IVA), any applicable taxes, and out-of-pocket expenses, unless expressly stated otherwise.

6.2 Invoicing and Payment Terms. Unless otherwise agreed in a SoW:

(a) Darkmoon shall issue invoices in accordance with the agreed billing schedule;
(b) payment is due within 30 (thirty) days from the invoice date;
(c) payment shall be made by bank transfer to the account specified on the invoice;
(d) project-based engagements may require an upfront deposit (typically 30–50% of total project value) prior to commencement.

6.3 Late Payment. If any undisputed invoice is not paid by the due date, Darkmoon reserves the right to:

(a) charge interest on overdue amounts at the rate of 2% per month (or the maximum rate permitted by applicable law, whichever is lower), calculated from the due date until the date of actual payment;
(b) suspend the provision of Services until all outstanding amounts are paid in full, having given reasonable written notice;
(c) terminate the relevant SoW in accordance with clause 7.

6.4 Disputed Invoices. If you dispute any portion of an invoice in good faith, you must notify Darkmoon in writing within 15 (fifteen) days of the invoice date, specifying the disputed amount and the reasons for the dispute. You shall pay the undisputed portion by the due date.

6.5 Expenses. Travel, accommodation, and other pre-approved out-of-pocket expenses incurred in connection with the Services will be invoiced separately and are payable in addition to the agreed fees.

6.6 Price Changes. Darkmoon reserves the right to adjust pricing for new engagements upon reasonable notice. Price changes will not affect fees already agreed in a signed SoW.

6.7 Refunds. Given the bespoke nature of professional services:

(a) fees for completed milestones or time-and-materials work already performed are generally non-refundable;
(b) where a project is cancelled by the Client before commencement, any deposit may be retained by Darkmoon as a cancellation fee to cover administrative and resource allocation costs, unless otherwise agreed in the SoW;
(c) if Darkmoon fails to deliver agreed deliverables to the quality standards specified in the SoW and fails to remedy such failure within a reasonable cure period, the parties shall negotiate in good faith a partial or full refund proportionate to the undelivered work;
(d) for subscription or retainer services, cancellation terms are governed by the applicable SoW.

6.8 Taxes. Each party is responsible for its own income taxes. Where Darkmoon is required to collect VAT or any equivalent tax, it will be added to the invoice. Clients established in the EU (outside Portugal) and providing a valid VAT number may be eligible for the reverse charge mechanism under applicable EU VAT rules.

7. Suspension and Termination

7.1 Termination for Convenience. Unless otherwise agreed in a SoW, either party may terminate any ongoing engagement by providing 30 (thirty) days’ prior written notice to the other party.

7.2 Termination for Cause. Either party may terminate an engagement immediately upon written notice if the other party:

(a) materially breaches these Terms or the applicable SoW and fails to remedy such breach within 15 (fifteen) days of receiving written notice detailing the breach;
(b) becomes insolvent, is subject to bankruptcy or insolvency proceedings, or ceases to conduct business in the ordinary course;
(c) engages in fraudulent, illegal, or wilfully harmful conduct.

7.3 Suspension. Darkmoon may suspend Services without liability upon written notice (or immediately in urgent circumstances) if: (a) you fail to pay amounts due and undisputed; (b) you are in material breach of these Terms; (c) Darkmoon is required to do so by a competent authority or applicable law.

7.4 Effect of Termination. Upon termination or expiry of any engagement:

(a) each party shall promptly return or destroy the other party’s confidential information and data;
(b) you shall pay Darkmoon for all Services performed and expenses incurred up to the effective date of termination;
(c) Darkmoon shall deliver all completed or partially completed work product and deliverables, subject to receipt of payment for work performed;
(d) licences granted to you in connection with the terminated engagement shall survive only to the extent necessary to allow you to use deliverables for which full payment has been received.

7.5 Survival. The following clauses shall survive termination: 5 (Intellectual Property), 8 (Limitation of Liability), 9 (Indemnification), 10 (Governing Law), and any other provisions that by their nature are intended to survive.

8. Limitation of Liability

8.1 Disclaimer of Warranties. EXCEPT AS EXPRESSLY STATED IN THESE TERMS OR AN APPLICABLE SOW, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” DARKMOON MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

8.2 Limitation of Darkmoon’s Liability. To the maximum extent permitted by applicable law, Darkmoon’s total aggregate liability to you arising out of or in connection with these Terms or any SoW, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total fees paid by you to Darkmoon in the 12 (twelve) months immediately preceding the event giving rise to the claim.

8.3 Exclusion of Consequential Loss. To the maximum extent permitted by applicable law, neither party shall be liable for any:

(a) indirect, incidental, special, consequential, or punitive damages;
(b) loss of profits, revenue, business, contracts, or anticipated savings;
(c) loss of goodwill or reputation;
(d) loss of data or inability to recover data;
(e) any other loss arising from third-party claims,

even if such party has been advised of the possibility of such damages.

8.4 Exceptions. Nothing in these Terms limits or excludes liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot be excluded or limited under applicable law (including consumer protection laws where applicable).

8.5 Essential Basis. You acknowledge that the limitations of liability in this clause 8 reflect a reasonable allocation of risk between commercial parties and form an essential basis of the bargain between the parties.

9. Indemnification

9.1 Client Indemnification. You agree to defend, indemnify, and hold harmless Darkmoon, its affiliates, directors, officers, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from or relating to:

(a) your breach of these Terms or any applicable law;
(b) your use of the Services in a manner not authorised by these Terms;
(c) any data, content, or materials you provide to Darkmoon, including any claim that such data or materials infringe the intellectual property or privacy rights of a third party;
(d) your gross negligence or wilful misconduct.

9.2 Darkmoon Indemnification. Darkmoon agrees to defend, indemnify, and hold harmless you from and against any third-party claims alleging that the deliverables created by Darkmoon (excluding any third-party components or Client-provided content) infringe any intellectual property rights, provided that: (a) you promptly notify Darkmoon in writing of the claim; (b) Darkmoon has sole control of the defence and settlement; and (c) you provide reasonable cooperation.

9.3 Mitigation. Each party shall take reasonable steps to mitigate any loss or damage for which the other party is or may be liable.

10. Governing Law and Jurisdiction

10.1 Governing Law. These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Portugal, without regard to its conflict of law principles.

10.2 Jurisdiction. The parties submit to the exclusive jurisdiction of the courts of Lisbon, Portugal to settle any dispute or claim arising out of or in connection with these Terms, except as set out in clause 10.3.

10.3 EU Consumer Rights. If you are a consumer resident in the European Union, you may also bring proceedings in the courts of the EU Member State where you are domiciled, in accordance with applicable EU law. You may also use the EU Online Dispute Resolution platform available at https://ec.europa.eu/consumers/odr/.

10.4 Brazilian Operations. With respect to Services rendered exclusively within Brazil, the parties agree that disputes may also be submitted to the courts of Salvador, Bahia, Brazil, and that the Brazilian Civil Code (Law No. 10,406/2002) and the Consumer Defense Code (Law No. 8,078/1990) (where applicable) shall apply to such disputes in addition to these Terms.

10.5 Dispute Resolution. Before initiating any formal legal proceedings, the parties agree to attempt in good faith to resolve any dispute through direct negotiation for a period of 30 (thirty) days from the date either party first notifies the other of the dispute in writing.

11. Confidentiality

11.1 Confidential Information. Each party (the “Receiving Party“) agrees to keep confidential all non-public information disclosed by the other party (the “Disclosing Party“) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information (“Confidential Information“).

11.2 Obligations. The Receiving Party agrees to: (a) use Confidential Information only for the purpose of performing its obligations or exercising its rights under these Terms; (b) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (c) not disclose Confidential Information to any third party without the Disclosing Party’s prior written consent, except to employees or contractors on a need-to-know basis who are bound by confidentiality obligations no less protective than these Terms.

11.3 Exclusions. Confidential Information does not include information that: (a) is or becomes publicly known through no breach of these Terms; (b) was known to the Receiving Party before disclosure; (c) is independently developed by the Receiving Party without use of Confidential Information; (d) is required to be disclosed by law or court order, provided the Receiving Party gives reasonable prior notice to the Disclosing Party.

11.4 Duration. Confidentiality obligations shall survive the termination of these Terms for a period of 5 (five) years, except for trade secrets, which shall be protected indefinitely.

12. General Provisions

12.1 Entire Agreement. These Terms, together with any applicable SoW, MSA, or SLA, constitute the entire agreement between the parties relating to the Services and supersede all prior or contemporaneous communications, representations, or agreements, whether oral or written.

12.2 Amendments. Darkmoon reserves the right to amend these Terms at any time. Material changes will be notified to you via email or prominent notice on our website at least 30 (thirty) days before taking effect. Your continued use of the Services after the effective date of the amended Terms constitutes acceptance. If you do not agree to the changes, you must discontinue use of the Services.

12.3 Assignment. You may not assign or transfer any of your rights or obligations under these Terms without the prior written consent of Darkmoon. Darkmoon may assign these Terms (in whole or in part) to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets.

12.4 Subcontracting. Darkmoon may engage subcontractors to assist in delivering the Services, provided that Darkmoon remains responsible for the performance of subcontractors and ensures they are bound by obligations equivalent to those set out in these Terms.

12.5 Force Majeure. Neither party shall be in breach of these Terms or liable for any delay or failure to perform any of its obligations if such delay or failure results from circumstances beyond that party’s reasonable control, including but not limited to acts of God, pandemic, war, civil unrest, government action, natural disasters, or failure of telecommunications infrastructure (“Force Majeure Event“). The affected party shall promptly notify the other and use reasonable efforts to resume performance.

12.6 Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

12.7 Waiver. No failure or delay by either party in exercising any right, power, or privilege under these Terms shall operate as a waiver of that right, power, or privilege.

12.8 Notices. All formal notices under these Terms shall be in writing and sent by email with read receipt or by registered post to the addresses specified in the applicable SoW, or to:

Darkmoon Innovations Lda
Praça do Marquês de Pombal 14, 1250-162 Lisbon, Portugal
Email: [email protected]

12.9 Relationship of the Parties. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, employment, or franchise relationship between the parties.

12.10 Language. These Terms are written in English. Where a translation is provided, the English version shall prevail in case of conflict.

Darkmoon Innovations Lda · Praça do Marquês de Pombal 14, 1250-162 Lisbon, Portugal · [email protected]