Terms of Use of Electronic Invoice in the Fact.pt Service

Initial Considerations

Contracting

Clause 1

General Conditions

By using the Service, and contracting the provision of this Service, the User, individually or on behalf of their Company (as applicable) agrees to be bound by the following terms and conditions:

1. These Conditions are intended to establish the terms and conditions of provision of invoicing programme services with the component of issuance, conservation and archiving of electronic invoices by the Service Provider to the User.
2. These terms and conditions may be periodically updated by the Provider, without prior notice. The User may review the most current version of the TCS at any time at the following location: www.fact.pt/terms;
3. Any change to the Service is subject to these TCS.
4. The User's continued use of the Service after the occurrence of any changes made by the Provider constitutes express consent to such changes;
5. Violation of any of the conditions established in the TCS gives the Provider the right to close the account of the infringing user;
6. Although the Provider prohibits such conduct and content over the Service, the user understands and agrees that the Provider cannot be held responsible for the content inserted in the Service, even though it may be exposed to such materials;
7. The User expressly accepts and assumes their own risk in using the Service.

Clause 2

Applicable Legislation and Legal Formalities

1. The provision of the service of issuance, conservation and archiving of electronic invoices fully complies with the legal formalities set out in Decree-Law 256/2003 of 21 October and Decree-Law No. 28/2019 of 15 February, with amendments introduced by DL No. 48/2020 of 3 August.
2. The Service provided by the Provider guarantees:
   1. The authenticity of the origin of the invoice;
   2. The integrity of the content of the invoice;
   3. The legibility of invoices;
   4. The insertion by the respective programme of the following elements:
      1. Sequential document number;
      2. Date and time of issue;
      3. Corporate name and tax identification number of the supplier of goods or service provider;
      4. Usual name and quantities of goods transferred or services provided;
      5. The net price of tax and the amount of tax due, or the price with tax included;
      6. The express indication that they do not constitute an invoice, in cases where they are not;
      7. The insertion of a two-dimensional barcode (QR code) and a unique document code (ATCUD);
   5. The integrity of the sequence of invoices, dating and numbering progressively and continuously, within each series;
   6. The registration of the series validation code, in each series created;
   7. The chronological validation of messages issued as electronic invoices;
   8. The possibility for the authorised User to make the backup copies necessary to comply with the legal duty of archive conservation;
   9. The archiving in computer media of invoices issued electronically;
   10. The maintenance, during the period provided for in Article No. 2 of Article 52 of the VAT Code, of the authenticity, integrity and availability of the original content of invoices issued and received electronically;
   11. The non-repudiation of the origin and receipt of messages;
   12. The non-duplication of invoices issued and received electronically;
   13. Mechanisms that allow verifying that the certificate used by the invoice issuer has not been revoked, expired or suspended at the respective date of issue.
3. The Provider does not guarantee acceptance of the electronic invoice by the recipient, whose consent and acceptance must be obtained and guaranteed by the User.
4. The User must conclude a written agreement on electronic invoicing with the commercial partners with whom they wish to adopt this system.
5. The User is obliged to have backup copies of electronic media, it being certain that the originals and backup copies must be stored in distinct locations and in the necessary conservation and security conditions, to ensure the impossibility of loss of archives.

Clause 3

Account Terms of Use

1. The general terms set out in the TCS governing User eligibility and responsibility apply.
2. The user is responsible for all content inserted and all activity that occurs in their account (even when the content is inserted by other users who have access to their account). When submitting or disclosing such content in areas of the Service accessible to the public, the user declares that they are the owner of such content, exempting the Provider from all tax or parafiscal responsibilities inherent in the management or issuance of any document.
3. The User assumes all risks and costs inherent in the use of the Service but grants the Provider powers to issue documents on their behalf.

Clause 4

Subcontracting for Electronic Invoicing Purposes

1. The Provider holds a digital certificate with advanced electronic signature issued by an accredited authority, as an entity accredited for this purpose.
2. The Provider is not indefinitely bound to that authority, so it may acquire a digital certificate from any other accredited entity.
3. By this contract, and under the terms provided by law, the User grants express powers of representation to the Provider to issue, conserve and archive electronic invoices or equivalent documents in their name and on their behalf.
4. Invoices will be issued exclusively in PDF format (Portable Document Format).
5. Invoices issued by the User in the service will be electronically signed with digital certification by the Provider, in the name and on behalf of the User, and subsequently sent to the recipient.
6. The Provider guarantees compliance with all legal obligations regarding the formality of issuance, conservation and archiving of electronic invoices, under the terms defined by applicable legislation.
7. The Provider is not responsible for the failure to issue, duplication, content or any other irregularity in the issuance of the invoice or equivalent document.
8. In the event of a momentary, unforeseeable system failure, or of excessively onerous circumstances or circumstances that temporarily prevent the Provider from affixing the electronic signature to invoices, the Provider must immediately communicate this fact to the User. In this case, the User must resort to issuing invoices on paper, for the strictly necessary time and until the Provider communicates otherwise.
9. In the event of a failure in the Service, in the electronic invoicing service, or in the Users' computer systems, the service acquirer must resort to issuing invoices on paper, exempting the Provider from any liability for any damages or non-compliance with obligations of any nature, namely those of a tax and fiscal nature.
10. In the event of an inspection of the User's Account in the Service by the Tax Administration, the Provider will provide all requested elements and the necessary cooperation, as required by law.
11. The Provider makes available integration and access channel to Qualified Electronic Signature services, provided by a third-party entity with legal competence, with the entire contracting process of said service being the responsibility of the User, so no responsibility can be attributed to the Provider for the temporary or permanent unavailability, the malfunctioning of that service or non-compliance by the third-party entity.

Clause 5

Terms of Use

The Use of the Service is bound by the terms of this agreement, as an integral part of the TCS it integrates. For the purposes of electronic invoicing, the following terms are also binding:

1. The Provider in no case can be held liable for losses suffered by the User or by third parties with access to the Service, due to any delays, interruptions, errors and suspension of communications, deficiencies or failures in the network or communication services, the computer system, modems, connection software or any computer viruses.
2. The Provider reserves the right to at any time modify or discontinue, temporarily or permanently, access to the Site (or any part of it) with or without prior notice.
3. In the event that the Service is permanently discontinued, the Provider will inform the User of this fact with 30 (thirty) days' advance notice of the date on which said closure will occur.
4. After closing the account, the Provider will send the user via email, in a compressed file, and in PDF format, all the documents, data and information that exist in their account.
5. The user may request the sending of all information in another way, at their own expense.
6. The conservation and archiving file of invoices issued up to the account closing date will also be sent to the User.

For any situation not provided for in these Terms or in the TCS, or when their interpretation raises doubts, Portuguese Law applies for all purposes.