Terms of Service

Last updated: 20 October 2026

denuo. is the name under which Miguel Nogueira de Almeida, an independent professional based in Portugal, offers freelance services. His tax number (NIF) and address appear on every services contract and invoice. Email: denuo.mktg@gmail.com.

1. Parties and scope

These Terms govern every engagement between Miguel Nogueira de Almeida, an independent professional (freelancer) based in Portugal, working under the name Denuo (“Denuo”, “I”), and the client named in a signed Order Form (“Client”, “you”). Denuo’s NIF and address appear on the Order Form and on every invoice.

An Order Form is the one- or two-page document that names the Client, the tier (Audit, Guide, Build or Grow), the monthly fee, the start date and any agreed variations. Each signed Order Form, together with these Terms and Schedule 1 (Data Processing), forms one Agreement. If the documents conflict, the Order Form wins, then Schedule 1 on data-protection matters, then the rest of these Terms.

Business clients only: Denuo works only with businesses. By signing an Order Form the Client confirms it acts for the purposes of its trade or business, not as a consumer.

Definitions: “Services” are the activities listed for the chosen tier in Section 2. “Deliverables” are defined in Section 6: the final outputs created specifically for the Client (roadmaps, flows, campaigns, tests, reports, dashboards). “Playbook” means Denuo’s pre-existing methods, templates, frameworks, checklists and know-how. “Client Platforms” are the tools the Client pays for and gives Denuo access to (ESP, CDP, store, analytics, onsite tools).

2. Services

Denuo provides retention and conversion services for e-commerce brands, led and delivered by Miguel Almeida. The tier on the Order Form sets what is included.

Always excluded unless the Order Form says otherwise: platform licence fees, paid media spend, email and graphic design, copywriting beyond message drafts, legal compliance opinions, and work outside e-commerce retention and conversion.

Changes of scope: Either party may propose a tier change with 30 days’ notice; it takes effect on the next billing date. Ad-hoc work outside the tier is quoted separately at the day rate stated in the Order Form and confirmed in writing before it starts.

Hours are indicative, not a quota: Denuo commits to the deliverables and cadence of the tier, not to a fixed number of hours. Unused time does not carry over; a heavy month is not billed extra.

Revisions: Each Deliverable includes one build and up to two rounds of revisions, requested within 5 business days of delivery. A change of objective after the build starts counts as a new Deliverable and is scheduled into the next month’s plan.

Advisory nature: Audits, roadmaps and recommendations are professional advice for the Client to decide on. They are not legal, tax, accounting or data-protection advice; the Client obtains those from its own advisers.

3. Term and termination

The Agreement starts on the Start Date in the Order Form. Monthly tiers run for a minimum of 3 months, then continue month to month until either party gives 30 days’ written notice (email is enough). The Retention Audit alone ends on delivery of the readout.

Leaving during the minimum term: If the Client ends a monthly tier before the minimum term is over, other than for Denuo’s uncured material breach, the fees for the rest of the minimum term become due on termination.

Cancelling a standalone Audit: Once work has started, the 50% paid on signature is not refundable.

Termination for cause: Either party may end the Agreement immediately by written notice if the other party materially breaches it and does not fix the breach within 15 days of being told, or becomes insolvent. Denuo may also end it if any invoice is more than 30 days overdue.

On termination Denuo hands over all Deliverables in progress, removes its access to Client Platforms within 5 business days, and returns or deletes Client data under Schedule 1. Fees already paid for the current month are not refunded, except where the Client ends the Agreement for Denuo’s uncured material breach, in which case the unused part of the month is refunded pro rata. Fees for work done but not yet invoiced become due. Sections 4, 6, 7, 8, 10 and Schedule 1 (deletion) survive termination.

Pause: After the minimum term, once per 12 months, the Client may pause a monthly tier for up to 1 month with 30 days’ notice. The paused month is not billed.

4. Fees and payment

Fees are those on the Order Form, in euros, excluding VAT. VAT is added where Portuguese law requires it, at the applicable rate: Portuguese VAT for clients in Portugal; reverse charge (autoliquidação, Art. 6.º CIVA) for VAT-registered clients elsewhere in the EU, who must provide a valid VAT number; no Portuguese VAT for business clients outside the EU, including the UK.

Billing cycle: Monthly fees are invoiced on the 1st of each month, in advance, starting on the Start Date (the first month pro-rated if it starts mid-month). The Audit is invoiced 50% on signature and 50% on delivery of the readout, or 100% on signature when it is bundled into a monthly tier.

Payment: Due within 7 days of the invoice date by SEPA bank transfer to the account on the invoice. A card payment link (Stripe) is available on request; card fees of up to 2.5% are added to the invoice. Denuo issues a Portuguese fatura-recibo for every payment.

Late payment: Amounts unpaid after 7 days accrue interest at the Portuguese statutory commercial rate (Decreto-Lei 62/2013) plus a €40 recovery fee per invoice. Denuo may suspend work while any invoice is more than 14 days overdue; the minimum term and billing still run.

Price changes: Denuo may change fees once per 12 months with 60 days’ written notice, never during the minimum term.

Expenses: None unless agreed in writing. Travel to the Client’s offices outside Lisbon is billed at cost with prior approval.

5. Client obligations and approvals

The Services depend on the Client doing five things:

1. Access: Give Denuo the access listed in the Order Form within 5 business days of the Start Date (read-only analytics and store data for the Audit; editor access to the ESP and onsite tools for Build and Grow). Access is granted through named, revocable user accounts, never shared passwords.
2. A single point of contact empowered to approve plans, copy and launches, and to answer within 2 business days. Delays caused by late approvals extend Denuo’s timelines by the same period and do not pause billing.
3. Approve every launch: Nothing goes live to the Client’s customers without the Client’s written approval (email or the shared channel is enough). The Client sets and checks all prices, discounts, offer terms, audiences and send times. Once approved, a send, flow, test or onsite campaign is the Client’s responsibility.
4. Platforms, backups and compliance: The Client pays for all Client Platforms, keeps its own backups and version history of them, and remains the data controller for its customer data. The Client alone is responsible for the legality of its marketing consents, its privacy notice and its commercial claims. Denuo may point out issues it happens to notice but has no duty to review legal compliance.
5. Information: Share the business context Denuo needs: margins, targets, promotions calendar, brand guidelines, and past results.

Client indemnity: The Client covers Denuo against third-party claims, regulatory fines and reasonable legal costs arising from (a) content, data, images or claims the Client provides, and (b) the Client’s lack of valid consent or lawful basis for marketing Denuo helps run on its instructions.

6. Intellectual property

What counts as a Deliverable: Only the final versions, handed over or published in Client Platforms, of the roadmaps, flows, campaigns, copy, segments, test designs, reports and dashboards made specifically for the Client. Drafts, working files, analysis notebooks, scripts, code, prompts, AI workflows, the Retention Audit engine, benchmark data and anything listed under the Playbook are not Deliverables. The Client receives the audit report, not the tool that produced it.

Transfer on payment: Once the invoices covering a Deliverable are paid in full, Denuo transfers to the Client the economic rights it holds in that Deliverable (reproduction, adaptation, translation, distribution and use, on any medium, worldwide, for the full legal term), to the extent such rights exist. Until payment, the Client has a revocable licence to use it for its own business; the licence ends if the invoice stays unpaid after the cure period in Section 3.

Modifications: The Client may modify, adapt or reuse the Deliverables without crediting Denuo. Moral rights cannot be transferred under Portuguese law; to the extent the law allows, Denuo agrees not to assert them against the Client’s normal use and modification.

Denuo keeps the Playbook: Methods, templates, frameworks, checklists, audit structure, scripts, code, prompts, benchmarks and know-how existing before the engagement or developed for general use, including improvements made during it, remain Denuo’s property. Where the Playbook is embedded in a Deliverable, the Client receives a perpetual, non-exclusive, non-transferable licence to use it for its own business, but not to resell or publish it separately.

General know-how and residuals: Denuo remains free to use the general skills, ideas, techniques and experience it gains, including those retained in unaided memory, provided it does not use the Client’s Confidential Information or identify the Client.

Feedback: Denuo may use any suggestions or feedback the Client gives on the Playbook or the Services, without obligation.

Publications: Denuo may publish articles, talks, templates and training based on its general know-how and on anonymised, aggregated results (Section 7). Anything that names the Client or uses its figures requires prior written approval (Section 9).

AI-assisted material: Some content may be drafted with AI tools and then reviewed and edited by Denuo. Copyright may not exist in purely AI-generated material; the transfer above covers such material to the extent rights exist, and Denuo gives no warranty that it is protected.

The Client keeps its data and brand: Denuo receives no rights in the Client’s customer data, trademarks or content, except a limited, non-exclusive licence to use the Client’s brand assets and content to perform the Services and, unless the Client opts out, to name it as a client.

Denuo’s brand: The Client receives no rights in the Denuo name, logo or materials beyond those stated in this Section.

Third-party materials (platform features, stock assets, fonts) stay under their own licences; Denuo names them when it uses them.

Client content: The Client warrants it holds the rights to the content, data, images and claims it gives Denuo to use (see the indemnity in Section 5).

Non-infringement: Denuo warrants that, to its knowledge, Deliverables it creates do not infringe third-party rights. This does not cover Client content, third-party platform features or templates, or AI-generated material. If a claim arises, Denuo’s sole obligation is to modify or replace the affected item so it no longer infringes, within the liability cap in Section 8.

7. Confidentiality and data protection

Each party keeps the other’s non-public information confidential, uses it only for the Agreement, and shares it only with people who need it and are bound by equivalent duties. This lasts for 3 years after the Agreement ends; trade secrets and customer data stay confidential for as long as they remain non-public. Information that is public, already known, or independently developed is not confidential.

Personal data: Denuo processes the Client’s customer data as a processor under Schedule 1, which forms part of these Terms and meets Article 28 GDPR. No separate data processing agreement is needed.

Aggregated learnings: Denuo may use anonymised, aggregated results (for example “welcome flows lifted repeat rate by X% across clients”) to improve the Playbook, never in a way that identifies the Client or its customers.

8. Warranties and liability

Denuo performs the Services with reasonable skill and care, in line with good industry practice and the deliverables and cadence of the tier.

No guarantee of results: Revenue, conversion, retention and other figures in proposals, audits and reports are estimates based on the Client’s data and market benchmarks. They are not promises. Results depend on factors outside Denuo’s control: traffic, pricing, stock, platform behaviour, the Client’s approvals and execution.

Liability cap: Denuo’s total liability under the Agreement, in contract, tort or otherwise, is limited to the higher of (a) the fees paid or payable by the Client in the 3 months before the event giving rise to the claim, and (b) €5,000. Neither party is liable for indirect or consequential loss, lost profits, lost revenue or lost data. These limits do not apply where the law does not allow them, including fraud, wilful misconduct (dolo) or gross negligence.

Not capped: The cap does not limit the Client’s obligation to pay fees, interest and recovery costs, or the Client’s indemnity in Section 5.

Client Platforms and approved work: Denuo is not liable for outages, bugs, data loss, deliverability changes or policy decisions of third-party platforms, nor for sends, discounts or campaigns the Client approved.

Insurance: From the Start Date Denuo will hold professional liability insurance and will show the certificate on request.

Notice of claims: The Client must notify any claim in writing, with reasonable detail, within 6 months of becoming aware of the event that caused it.

9. Working relationship

Independent contractor: Denuo is an independent service provider, not an employee, agent or partner of the Client. Denuo sets its own hours and methods, uses its own equipment, and may serve other clients, including in the same sector, subject to Section 7.

Subcontractors: Denuo may use subcontractors (for example a designer) for parts of the Services, after telling the Client. Denuo stays responsible for their work and ensures each subcontractor assigns to Denuo the rights in what it produces, so Denuo can transfer them under Section 6, and is bound by confidentiality at least equal to Section 7. A subcontractor gets access to personal data only as a sub-processor under Schedule 1.

Portfolio and references: Unless the Client opts out in the Order Form, Denuo may name the Client and show its logo as a client, and describe the engagement in general terms. Specific figures, screenshots or a case study require the Client’s prior written approval, given per item. Founding clients grant that approval for one case study in the Order Form.

Tools: Denuo uses AI assistants (listed in Schedule 1) to analyse data and draft content, under business terms that exclude training on Client data. Denuo reviews every AI-assisted output before it reaches the Client.

10. General

Governing law and courts: Portuguese law governs the Agreement. The courts of Lisbon have exclusive jurisdiction. Before going to court, the parties try to settle any dispute in a call between decision-makers within 30 days.

Notices are valid by email to the addresses on the Order Form, with a copy to the other party’s contact if the first address bounces.

Changes: Denuo may update these Terms for new Order Forms at any time. For a running Agreement, a change applies only from the first billing date at least 60 days after notice, and never during the minimum term; the Client may terminate on that date without penalty if it rejects the change.

Force majeure: Neither party is liable for delays caused by events beyond its reasonable control (illness, outages of major platforms, strikes, natural events), provided it tells the other promptly and resumes as soon as possible. Denuo’s illness or unavailability for more than 10 consecutive business days entitles the Client to a pro-rated credit.

Assignment: Neither party may assign the Agreement without consent, except Denuo may assign it to a company controlled by Miguel Almeida on 30 days’ notice, with no change to the Services or fees.

Entire agreement; severability: The Order Form, these Terms and Schedule 1 are the whole agreement and replace earlier discussions. If a clause is invalid, the rest stands and the clause is read as closely to its intent as the law allows.

Language: These Terms are written in English. A Portuguese version may be provided for convenience; the English version prevails unless the Order Form says otherwise.

Good faith and no waiver: Both parties act in good faith and raise difficulties as soon as they arise. Not enforcing a right on one occasion does not waive it for later.

Reversibility: All Deliverables live inside the Client’s own platforms and accounts, so nothing needs to be migrated when the Agreement ends; Denuo’s access is simply removed.

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Schedule 1: Data Processing

This Schedule is the data processing agreement required by Article 28 of Regulation (EU) 2016/679 (GDPR) and Portuguese Law 58/2019.

1. Roles: The Client is the controller of its customer and visitor data; Denuo is the processor. Where the Client itself acts as processor for a brand (for example an agency hiring Denuo white-label), Denuo is its sub-processor and the Client passes on the brand’s instructions. For its own business records (client contacts, invoices) Denuo is a controller under its Privacy Policy.

2. Instructions: Denuo processes personal data only to perform the Services, on the Client’s documented instructions: the Order Form, these Terms, the 90-day plan and written requests in the shared channel. Denuo tells the Client at once if an instruction appears to breach data-protection law.

3. Details of processing.

4. Denuo’s duties: Denuo keeps the data confidential (any helper is bound in writing before access); does not sell it, reuse it for other clients or build its own lists from it; forwards data-subject requests within 2 business days and helps the Client answer them; provides the information the Client reasonably needs for its records, DPIAs or CNPD requests.

5. Security: Full-disk encryption; password manager, unique passwords and two-factor authentication on every account; named, revocable accounts in Client Platforms; exports in an encrypted, access-controlled folder, deleted when done; no customer data on removable media or personal messaging apps; automatic screen lock; up-to-date software; trusted networks or VPN only.

6. Sub-processors: The Client authorises: Anthropic (AI analysis and drafting, business terms; aggregated or pseudonymised data only, unless the Client approves in writing) and Google Workspace (email, documents, reports). The Client’s own platforms are not Denuo’s sub-processors. Denuo gives 30 days’ written notice before adding or replacing one; the Client may object on reasonable data-protection grounds and, if no alternative is found, end the affected Services without penalty. Transfers outside the EEA rely on the EU–US Data Privacy Framework where the provider is certified, otherwise on the European Commission’s Standard Contractual Clauses in the provider’s terms.

7. Breaches and audits: Denuo tells the Client without undue delay and within 48 hours of becoming aware of a personal data breach affecting the Client’s data, with what is known, and keeps the Client updated. Once a year, or after a breach, the Client may request a written description of Denuo’s measures with evidence; a remote or on-site audit is possible with 30 days’ notice, during business hours, at the Client’s cost, limited to the Client’s data.

8. Exit: Within 30 days of the end of the Services Denuo deletes every export and working file holding the Client’s personal data and confirms in writing. Denuo keeps only what the law requires (invoices, contracts) and anonymised, aggregated results.

9. Client’s own DPA and liability: If the Client requires its own data processing agreement, it may replace this Schedule for data-protection matters only, and Section 8 (liability) of these Terms continues to apply. Liability under this Schedule follows Section 8, except where the GDPR gives data subjects direct rights against Denuo.