Clear terms.
No surprises.

BlueWave IT will provide the Services described in the Statement of Work. Services are delivered remotely and, where specified, on-site within the Algarve region. The scope of managed services is defined at onboarding and may be adjusted by mutual written agreement.

BlueWave IT reserves the right to engage qualified sub-contractors to assist in service delivery, subject to equivalent confidentiality and data protection obligations. Client consent is required before any sub-processor accesses client personal data, in accordance with our DPA.

Services do not include procurement of third-party licences, hardware, or software unless expressly stated in the SOW. BlueWave IT may advise on and facilitate procurement on the client's behalf but the client remains the contracting party with third-party vendors.

Fees are charged on a per-user per-month basis as agreed in the SOW, invoiced monthly in advance. There is no minimum user count — services are available from a single user. User counts are adjusted on a pro-rated basis for additions or removals within a billing period.

Invoices are payable within 14 days of issue. Late payments accrue interest at the statutory commercial rate under Portuguese law (Decreto-Lei n.º 32/2021). BlueWave IT reserves the right to suspend services after 30 days of non-payment following written notice.

All fees are subject to IVA (VAT) at the applicable rate. Clients outside Portugal but within the EU may be subject to the reverse charge mechanism. Fees may be revised with 30 days' written notice.

Response and resolution targets are defined per priority level in the signed SLA schedule. In summary:

SLA targets apply during business hours except where 24/7 coverage is explicitly included in the SOW. BlueWave IT tracks SLA compliance and provides monthly reports. Persistent SLA breach (below 95% compliance over 3 consecutive months) entitles the client to a service credit as defined in the SLA schedule.

All intellectual property created by BlueWave IT in the course of delivering Services (including scripts, templates, documentation, and tooling configurations) remains the property of BlueWave IT, unless the SOW explicitly states otherwise. Clients are granted a non-exclusive, non-transferable licence to use such materials solely for their own business operations during the term of the Agreement.

Client data and client-owned systems remain the intellectual property of the client at all times. BlueWave IT makes no claim of ownership over any data processed on the client's behalf.

Both parties agree to keep confidential all non-public information received from the other party in connection with the Agreement ("Confidential Information"). This includes business data, system configurations, pricing, and client lists. Confidential Information may only be disclosed to employees or sub-contractors who need it to deliver the Services and are bound by equivalent obligations.

This obligation survives termination of the Agreement for a period of 3 years. It does not apply to information that is publicly known, independently developed, or required to be disclosed by law or regulatory authority.

Both parties agree to comply with all applicable data protection legislation, including GDPR (EU) 2016/679 and Lei n.º 58/2019. Where BlueWave IT processes personal data on behalf of the client, this is governed by the Data Processing Agreement (DPA) executed at onboarding, which forms part of the Agreement.

BlueWave IT acts as a data processor in relation to client personal data and will only process such data on documented instructions from the client controller. See our GDPR page for full details of our data protection practices.

BlueWave IT's total aggregate liability to the client under or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total fees paid by the client in the 3 months immediately preceding the event giving rise to the claim.

BlueWave IT is not liable for: (a) loss of profits, revenue, business, or goodwill; (b) loss of data except where caused by BlueWave IT's gross negligence; (c) indirect or consequential loss of any kind; (d) any failure resulting from events outside BlueWave IT's reasonable control (force majeure), including but not limited to third-party service outages, ISP failures, or acts of God.

Nothing in this Agreement limits either party's liability for death, personal injury caused by negligence, fraud, or any other liability that cannot be excluded by law.

The Agreement commences on the date the MSA is signed and continues on a monthly rolling basis after the initial term specified in the SOW (typically 3 or 12 months). Either party may terminate by giving 30 days' written notice after the initial term.

BlueWave IT may terminate immediately on written notice if: (a) the client fails to pay undisputed fees within 30 days of a late payment notice; (b) the client commits a material breach that is not remedied within 14 days of written notice; (c) the client becomes insolvent or enters administration.

On termination, BlueWave IT will provide a 14-day transition period to assist with handover, subject to all outstanding fees being settled. All client data in BlueWave IT systems will be returned or securely deleted within 30 days of contract end, per the DPA.

The client must not use managed systems, networks, or services for any illegal, harmful, or abusive purpose. This includes, without limitation:

• Distributing malware, spam, or unsolicited communications
• Accessing systems, accounts, or data without authorisation
• Circumventing security controls implemented by BlueWave IT
• Storing or transmitting illegal content, including content that infringes third-party intellectual property rights
• Using managed infrastructure for cryptocurrency mining or other high-resource non-business activities

Violations of this policy may result in immediate suspension of affected services and, in serious cases, termination of the Agreement without notice. The client remains liable for any costs or liabilities arising from such violations.

This Agreement is governed by the laws of Portugal. The parties agree to submit to the exclusive jurisdiction of the courts of Portimão, Algarve, for any dispute arising under or in connection with this Agreement, except that BlueWave IT may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

Before commencing formal proceedings, both parties agree to attempt to resolve any dispute through good-faith negotiation for a period of 30 days from the date one party notifies the other in writing of the dispute.

Last revised: January 2026 · Governed by: Portuguese law · Jurisdiction: Portimão, Algarve