Terms and Conditions

Article 1: Definitions

• Contractor: Opusmatic, based in Krimpen aan de Lek, registered with the Dutch Chamber of Commerce under KvK number 97679348.
• Client: The natural or legal person who enters into an agreement with the Contractor.
• Services: All activities, in whatever form, performed by the Contractor for or on behalf of the Client, including consulting and implementation services in the field of workflow automation and artificial intelligence (AI).

Article 2: Applicability

These terms and conditions apply to all proposals, service agreements, and deliveries of Services by the Contractor. Any deviations are valid only if explicitly agreed upon in writing.

Article 3: Proposals and Formation of Agreement

All proposals and quotes are non-binding unless explicitly stated otherwise. A binding agreement is formed upon written acceptance by the Client of the Contractor's proposal or upon commencement of the actual performance of the Services.

Article 4: Performance of Services

4.1. The Contractor performs Services to the best of its knowledge and ability, adhering to the standards of professional craftsmanship (obligation of reasonable effort).

4.2. The Client ensures timely provision of all necessary information, credentials, data access, and cooperation reasonably required for proper execution.

4.3. Stated delivery timelines and milestones are indicative and shall never constitute strict legal deadlines (fatale termijnen), unless expressly agreed otherwise in writing.

Article 5: Remuneration and Payment

5.1. Remuneration is specified in the applicable proposal or agreement. Unless stated otherwise, all amounts are exclusive of VAT and applicable levies.

5.2. Invoices must be paid within 14 calendar days of the invoice date.

5.3. In the event of overdue payment, the Client is legally in default without further notice and owes statutory commercial interest under Dutch Civil Code (Article 6:119a BW), alongside reasonable collection expenses.

Article 6: Intellectual Property

6.1. All intellectual property rights in proprietary codebase, architecture blueprints, data models, and documentation developed by the Contractor remain vested in the Contractor.

6.2. Upon full payment of all invoices, the Contractor grants the Client a non-exclusive, non-transferable, perpetual license to use the custom solution configurations exclusively for internal business operations.

Article 7: Confidentiality

Both parties agree to treat all confidential proprietary, technical, and commercial information exchanged during the engagement with strict confidentiality. This obligation continues for 3 years following contract termination.

Article 8: Warranties and Disclaimers

8.1. The Contractor guarantees that the Services will be performed diligently and in a professional manner.

8.2. Given the evolving nature of artificial intelligence, external API endpoints, and third-party platforms, the Contractor does not warrant uninterrupted or entirely error-free performance of third-party cloud services.

Article 9: Limitation of Liability

9.1. The total liability of the Contractor for attributable failure to perform or on any legal ground is capped at the total fees invoiced and paid for the specific engagement in the 12 months preceding the claim.

9.2. The Contractor is not liable for indirect, incidental, or consequential damages, including lost profits, loss of data, or operational disruptions.

Article 10: Term and Termination

10.1. Continuous service agreements for indefinite duration may be terminated by either party with a written notice period of 30 calendar days.

10.2. Either party may terminate the agreement with immediate effect if the other party materially defaults on essential obligations after written notice granting at least 15 days to remedy.

Article 11: Case Studies, References, and Logo Use

11.1. Anonymized Data: The Contractor may use anonymized operational benchmarks (such as throughput improvements and error reductions) for statistical and marketing summaries.

11.2. Named Case Studies: Any public use of the Client's corporate identity, trade name, logo, or named case study on the website or in sales collateral requires prior written consent from the Client.

Article 12: Governing Law and Jurisdiction

These terms and all agreements between the parties are governed exclusively by the laws of the Netherlands. Any disputes will be submitted to the competent court in the district of Rotterdam.