About these terms
These terms govern (a) the services provided by MIRRORCHALLENGE, LDA (“we”, “us”, “Mirror Challenge”) to its clients and (b) the use of the website www.mirrorchallenge.pro. Part A applies to our services. Part B applies to everyone who uses this website.
- Legal name
- MIRRORCHALLENGE, LDA
- NIPC / VAT number
- PT516387596
- Commercial registry
- Registo Comercial, Portugal, registration no. 516387596
- Registered office
- Av. Eng. Duarte Pacheco, Amoreiras Torre 2, 12º, 1070-102 Lisboa, Portugal
Definitions
- Client: the business that engages us under a Proposal.
- Proposal: the written proposal, statement of work, order form or contract that describes the services, fees and duration agreed with a Client.
- Services: the paid search, paid social, tracking, landing page optimisation, reporting, consulting and related services described in a Proposal.
- Platforms: third-party advertising, analytics and technology services such as Google Ads, Microsoft Advertising, Meta, LinkedIn, TikTok and Google Analytics.
- Media Spend: amounts paid to Platforms for advertising.
- Deliverables: materials we create specifically for the Client in the course of the Services.
Part A. Scope and order of precedence
Our Services are offered exclusively to businesses and professionals acting for purposes related to their trade, business or profession. By accepting a Proposal, the Client confirms that it is acting in that capacity.
These terms are general contractual clauses under Decree-Law no. 446/85 of 25 October. We send them with each Proposal and explain any clause on request. If these terms and a Proposal conflict, the Proposal prevails. Specifically negotiated terms prevail over these general clauses.
Formation of the contract
A contract is formed when the Client accepts a Proposal in writing, including by email or electronic signature. Unless the Proposal says otherwise, the Services start on the start date stated in it.
Our services
We perform the Services with the care and diligence expected of a professional provider of advertising services. Our obligations are obligations of means (obrigações de meios): we commit to applying our expertise and effort, not to achieving particular results. Advertising performance depends on factors outside our control, including Platform algorithms and policies, competition, seasonality, the Client's products, prices, website and sales process. We therefore do not guarantee any specific number of impressions, clicks, leads, sales, cost per acquisition or return on ad spend, unless a Proposal expressly says so.
We may use subcontractors to perform part of the Services. We remain responsible for their work.
Client obligations
The Client agrees to:
- provide accurate, complete and timely information, access to the relevant accounts and systems, and prompt approvals;
- make sure its products, services, offers, claims, landing pages and materials comply with applicable law, including consumer protection, advertising and sector-specific rules, and with Platform policies;
- hold all rights and licences needed for the trademarks, images, text and other materials it provides, and allow us to use them to perform the Services;
- as controller, inform its website visitors and customers about the processing of their personal data and collect any consent required, including through a consent management platform;
- pay invoices on time.
The Client will hold us harmless from third-party claims arising from materials, instructions or information it provided, or from its breach of the obligations above.
Advertising accounts and media spend
Platform accounts are opened in the Client's name, or remain in the Client's name if they already exist, and the Client keeps ownership of them. We access them through manager, partner or user access granted by the Client, which the Client may revoke at any time.
Unless a Proposal states otherwise, Media Spend is paid by the Client directly to the Platforms and is not included in our fees. If we agree to pay Media Spend on the Client's behalf, the Client will reimburse it on the terms set out in the Proposal.
Platforms decide on ad approvals, account suspensions, policy changes, billing and data availability. We are not responsible for Platform decisions, outages or errors, but we will help the Client deal with them as part of the Services.
Fees, invoicing and payment
Fees are set out in the Proposal and exclude VAT. VAT is added at the legal rate when due. For business clients established in another EU Member State and holding a valid VAT number, the reverse-charge mechanism applies under Article 196 of Council Directive 2006/112/EC, and the invoice will say so.
Unless the Proposal states otherwise, invoices are payable within 30 days of their date by bank transfer. Late payment accrues default interest at the rate applicable to commercial transactions, together with the fixed compensation for recovery costs, under Decree-Law no. 62/2013 of 10 May. If an invoice remains unpaid 15 days after a written reminder, we may suspend the Services until payment is received.
Duration and termination
The duration and notice periods are set out in the Proposal. Where the Proposal does not set a notice period, either party may terminate ongoing monthly Services with 30 days' written notice.
Either party may terminate the contract immediately by written notice if the other party commits a material breach that is not remedied within 15 days of written notice, or becomes insolvent or subject to insolvency proceedings.
On termination, the Client pays for Services performed and costs incurred up to the termination date. We hand over the Deliverables and documentation, and remove our access to the Client's accounts when the Client asks.
Intellectual property
The Client keeps all rights in its trademarks, content and data. Once the related fees have been paid in full, the Client owns the Deliverables created specifically for it, such as ad copy, creative, campaign structures, tracking configurations and reports, to the extent permitted by the Portuguese Code of Copyright and Related Rights (Código do Direito de Autor e dos Direitos Conexos).
We keep all rights in our pre-existing materials, know-how, methods, templates, scripts and tools. Where these are included in Deliverables, we grant the Client a non-exclusive, perpetual licence to use them for its own business.
We will not name the Client, or use its logo, as a reference without its prior written consent.
Confidentiality
Each party will keep confidential all non-public information received from the other, and use it only to perform the contract. This obligation continues for 3 years after the contract ends. It does not apply to information that is or becomes public through no fault of the receiving party, that was lawfully known to it beforehand, or that must be disclosed by law or by order of a competent authority.
Data protection
Each party complies with the GDPR and Portuguese data protection law. Where we process personal data on the Client's behalf, we do so as a processor under a data processing agreement meeting Article 28 GDPR, which forms part of the contract. Our privacy policy explains how we process personal data as a controller.
Liability
Nothing in these terms excludes or limits either party's liability for wilful misconduct (dolo) or gross negligence (culpa grave), for death or personal injury, or any other liability that cannot be limited under Portuguese law, including Article 18 of Decree-Law no. 446/85 and Article 809 of the Civil Code.
Subject to that, our total liability arising from or in connection with a contract is limited to the fees paid by the Client for the Services in the 12 months before the event giving rise to the claim. We are not liable for loss of profit, revenue or business opportunity, for indirect or consequential damage, for Media Spend, or for loss caused by Platform decisions or outages.
Force majeure
Neither party is liable for failure or delay in performing its obligations, other than payment obligations, caused by events beyond its reasonable control. These include natural disasters, epidemics, war, acts of authorities, widespread internet or Platform outages, and strikes not involving the party's own staff. The affected party will notify the other promptly and resume performance as soon as possible.
General provisions
- Notices: notices under the contract must be in writing. Email to the addresses stated in the Proposal is sufficient.
- Assignment: neither party may transfer its contractual position without the other's written consent.
- Severability: if any clause is held invalid, the remaining clauses remain in force, in line with Article 13 of Decree-Law no. 446/85 and Article 292 of the Civil Code.
- No waiver: failure to enforce a right does not waive it.
- Entire agreement: the Proposal and these terms form the entire agreement between the parties on their subject matter.
Governing law and jurisdiction
These terms and any contract under them are governed by Portuguese law. The courts of the judicial district of Lisbon (Comarca de Lisboa) have exclusive jurisdiction over any dispute, without prejudice to mandatory rules of jurisdiction.
Part B. Use of this website
This website provides general information about MIRRORCHALLENGE, LDA and its services. It does not constitute a binding offer. We take care to keep it accurate and up to date but do not guarantee that it is free of errors or always available.
All content on this website, including text, graphics, the Mirror Challenge name and logo and the site's design, belongs to MIRRORCHALLENGE, LDA or its licensors and is protected by intellectual property law. You may view and print pages for your own information. Any other reproduction, distribution or modification requires our prior written consent.
You must not use this website in a way that breaches the law, infringes the rights of others, or interferes with the website's operation or security.
Links to third-party websites are provided for convenience. We are not responsible for their content or their privacy practices.
Complaints and dispute resolution
You can send a complaint to us at any time using the contact details above. We also provide the electronic complaints book (Livro de Reclamações Eletrónico), under Decree-Law no. 156/2005 of 15 September, as amended, at www.livroreclamacoes.pt.
Our Services are intended for businesses. If you nonetheless deal with us as a consumer, you may use alternative dispute resolution under Law no. 144/2015 of 8 September, for example through the Centro de Arbitragem de Conflitos de Consumo de Lisboa (www.centroarbitragemlisboa.pt). More information is available on the Portuguese Consumer Portal (www.consumidor.gov.pt).
Changes to these terms
We may update these terms from time to time. The version in force is published on this page, with the date of the last update. Changes do not affect contracts already concluded unless the Client agrees in writing.
These terms are also available in Portuguese. If the two versions differ, the Portuguese version prevails.