(a) Except where otherwise agreed in writing, or when in opposition to regulations governing the services provided in the interest of governments, government agencies or any other public entity or local mandatory legal provisions, all proposals or services and all contractual relationship(s) established between any of Glow Counting’s affiliated Companies or any of its agents (each of them referred to as the “Company”) and the Client (“Contractual Relationship(s)) governed by these general conditions of service (hereinafter referred to as “General Conditions”).
(b) The Company may provide services to persons or entities (private, public or governmental) that issue instructions (hereinafter referred to as “Customer”).
(c) Except where the Company receives prior instructions to the contrary, in writing, by the Client, no other party has the right to give instructions, particularly in the context of the services or delivery of reports or certificates resulting from them (“Reports”). The Client authorizes the Company, irrevocably and hereby, to deliver the Reports to third parties, when instructed so by the Client or when, at its discretion, it is implied by circumstances, commercial practice, uses or customs.
- Provision of Services
(a) The Company shall provide the services with zeal and diligence, following the Client’s specific instructions, as confirmed by the Company or, in the absence of such instructions, with:
(1) The terms of any standard order form or standard sheet of company specifications; and/or
(2) Any relevant commercial practice, use or custom; and/or
(3) Methods that the Company deems appropriate on a technical, operational and/or financial basis.
(b) The information contained in the Reports comes solely from the results of inspection procedures in accordance with the Instructions of the Client and/or our evaluation of these results, based on technical standards, commercial practice, customs or other circumstances that must be taken into account, at the Company’s discretion.
(c) The Reports issued by the Company shall reflect only the facts found at the time of its intervention and within the limits of the instructions received or, in the absence of such instructions, within the limits of the alternative parameters applied, as provided for in clause 2 (a). The Company has no obligation to write down, state or report any facts or circumstances that are outside the specific instructions received or the alternative parameters applied.
(d) The Company may delegate the total or partial performance of the services to an Agent or subcontractor and the Client authorizes the Company to provide the Agent or subcontractor with all the information necessary for its execution.
(e) In the event that the Company receives documents reflecting commitments made between the Client and third parties, or third-party documents, such as copies of sales contracts, letters of credit, letters of embarkation, etc., these documents shall be considered for informational purposes only, not extending or restricting the scope of the services or obligations accepted by the Company.
(f) The Client acknowledges that the Company, in providing the services, does not assume the place of the Client or third parties, does not exempt him from any of his obligations, nor accepts, reduces, revokes or undertakes to fulfill any obligation of the Client to third parties or third parties to the Client.
- Customer Obligations
The Customer will guarantee:
(a) the provision of sufficient information, instructions and documents in a timely manner (and in any case no less than 48 hours before the desired intervention) to enable the requested services to be executed;
(b) obtaining all necessary access for the Company’s representatives to the place where the services will be performed and will take all necessary steps to eliminate or resolve any obstacles or interruptions to the provision of the services;
(c) the supply, if necessary, of any special equipment and personnel necessary for the performance of the services;
(d) that all necessary measures shall be taken for the protection and safety of working conditions, locations and facilities during the performance of the services and shall not be based, in this regard, on the Company’s opinion, whether requested or not;
(e) that the Company shall be informed in a timely manner of any known, actual or potential risk or danger associated with any request, including, for example, the presence of radiation risk, toxic or harmful or explosive elements or materials, environmental pollution or poisons;
(f) that it shall fully exercise all rights and fulfill all its obligations arising from any purchase and sale agreements or any other type of contracts entered into with third parties.
- Fees and Payment
(a) The undefined fees between the Company and the Client at the time the order is made or the contract is negotiated shall correspond to the Company’s normal rates (subject to change) and all applicable taxes will be paid by the Client.
(b) Except when a different period is established on the invoice, the Client will pay the fees due to the Company within a maximum of 30 days from the date of issuance of the invoice. Failure to pay will result in late payment interest at the rate of 1.5% per month (or other fee as defined on the invoice), counted from the “Due Date” and up to the effective date of payment.
(c) The Client shall not have the right to withhold or defer payment of any amounts due to the Company on account of any dispute, claim or compensation that the Client may claim against the Company.
(d) The Company may choose to file a process for collecting unpaid fees in any court that has competent jurisdiction.
(e) The Client shall pay all collection expenses of the Company, including attorney’s fees and other related fees.
(f) In the event of any unforeseen or unforeseen expenses arising in the course of the execution of the services, the Company shall endeave to inform the Client and shall be entitled to charge additional fees to cover the extra time and extra costs necessarily incurred in completing the services.
(g) If the Company is unable to perform the services, in whole or in part, for any reason beyond the Control of the Company, including the Non-Compliance by the Client of any of its obligations under clause 3 above, the Company shall be entitled to payment:
(1) all non-reimbursable expenses incurred; And
(2) Part of the agreed fees proportional to the services actually performed.
- Suspension or Termination of Services
The Company has the right to suspend or cease, immediately and free of charge, the provision of services in the event of:
(a) Customer’s failure to comply with any of the obligations under these Conditions, if the obligation in question is not fulfilled within 10 days of notification of the non-compliance in question made to the Customer; Or
(b) Recovery plan, creditoragreement, special process of revitalization, insolvency, liquidation, suspension or cessation of activity by the Client.
- Liability and Compensation
(a) – Limits of Liability::
(1) The Company is not an insurance entity and does not constitute a guarantor, renouncing any liability in this capacity. Customers who want a loss or damage guarantee must enter into an appropriate insurance contract.
(2) The Reports are issued on the basis of the information and documents provided by the Customer, or on his behalf, solely for the benefit of the Customer, who is responsible for acting in accordance with what it deems most convenient on the basis of these Reports. Neither the Company shall be liable to the Client or third parties for any actions or omissions based on these Reports, nor for any incorrect result resulting from uncertain, erroneous, incomplete, misleading or false information provided to the Company.
(3) The Company shall not be liable for any delay in the execution and non-performance of the services in whole or in part, arising directly or indirectly from any situation that does not depend on the Company’s will, including the Non-Compliance by the Client with any of its obligations under these Conditions.
(4) The Company’s liability in respect of any claim for loss, damage or charges of any kind shall under no circumstances exceed three times the amount of fees paid in respect of the specific service that gave rise to the claim in question, with a maximum limit of EUR 3,000.00 per claim.
(5) The Company shall not be liable for any indirect or consequential losses, including lost profits, loss of business, loss of aviation, image allocation or expenses resulting from the withdrawal of products from the market. The Company will also not be liable for losses, damages and
or expenses resulting from claims made by third parties (including claims for liability for product claims) that may be suffered by the Customer.
(6) In the event of any claim, the Customer shall, within 30 days of his/her knowledge, notify the Company in writing of the alleged facts underphering in such claim. In any case, the liability of the emerging Company for claims for losses, damages or charges may only be effected provided that it is fixed by a judgment given in a lawsuit to be filed within one year of:
(a) the date of completion by the Company of the services that originated the claim; Or
(b) the date on which the service should have been completed in the event of an allegation of non-execution.
(b) Compensation: The Clientshall indemnify the Company, as well as its directors, employees, agents or subcontractors for all damages, expenses and expenses of any kind, including expenses with lawyers and legal charges, arising from claims filed by you or third parties, which may be found unfounded and/or unfounded.
(a) If any of the clauses of these General Conditions is found to be illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining clauses shall not be affected or impaired by this fact.
(b) For the duration of the provision of the services and within a subsequent period of one year, the Client shall not entice or encourage the Company’s employees, or make any job offer, directly or indirectly, to cease their employment ties with the Company.
(c) The Use by the Client of the Company’s name or trademarks for any purpose is not permitted, except if previously authorized in writing by the Company.
- Applicable Law, Jurisdiction and Dispute Resolution
(a) The resolution of disputes will preferably be submitted to ARBITRATION, in accordance with the rules of the International Chamber of Commerce (ICC), and the arbitral tribunal must be held in the city of Porto, Portugal.
(b) In the absence of agreement to resort to that alternative means of conflict resolution, the Parties attribute international jurisdiction to the Portuguese courts, and the jurisdiction of the District of Porto is agreed to be territorially competent, excluding any other, without prejudice to the possibility of recourse to higher courts, in accordance with the adjective law.
(a) The personal data transmitted to us will be processed in the strict scope of the activity of this company, and may only be communicated to Third Parties, in particular to judicial, tax, administrative or regulatory authorities, for the purpose of complying with legal obligations.
(b) Our administrative team is responsible for the processing of the Customer’s personal data, by automated or non-automated means, from its collection, organization, processing, retention and until its deletion, with a guarantee of confidentiality and in compliance with the rules laid down for the processing of personal data, which are currently provided for in Regulation (EU) 2016/679, the European Parliament and the Council of 27 April 2016.
(c) Personal data shall be kept for a period of 5 years from the date of termination of the contractual relations actually established, without prejudice to a longer period if the law so lays down.
(d) The processing of personal data is lawful, regardless of the express consent of its Data Subject, when it is necessary for the performance of a contract to which he is a Party, or for pre-contractual due diligence at the request of the Data Subject.
(e) The Customer has the right, whenever he wishes, to access, request rectification, payment and limitation of the processing of the personal data indicated to us.
(f) Where you consider that the data are not being processed in accordance with the legislation in force, you have the right to lodge a complaint with the competent authority, in particular the National Data Protection Commission.