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. For a managed service, subject to compliance with payment obligations, the Client receives a non-exclusive, non-transferable right to use the service for its own internal business operations during the term of the agreement. This covers the agreed web application, review facilities, and automations operated by the Contractor for the Client. The implementation fee does not transfer ownership of the software or grant a continuing right of use after termination.

6.3. The Client retains its rights to its own documents, data, and processing results. On termination, these will be made available on request in commonly used formats under the export and exit arrangements in the agreement and, for personal data, the data processing agreement. The parties may agree in writing on a different right of use for separately delivered software or custom scripts.

Article 7: Confidentiality

7.1. Both parties use confidential information obtained during the engagement solely to perform the agreement. They disclose it only to persons who need it for that purpose and are bound by confidentiality obligations. This obligation survives termination for as long as the information remains confidential.

7.2. Confidentiality does not apply to information that becomes public without a breach of this obligation, is lawfully received from a third party without a confidentiality obligation, or is demonstrably developed independently. Disclosure required by law is permitted; the disclosing party informs the other party in advance to the extent legally permitted and limits disclosure to what is necessary. Confidentiality does not require information to be retained longer than permitted or agreed. The data processing agreement continues to apply to personal data.

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. Unless otherwise agreed in writing, managed services have a minimum term of 6 months for Starter and Partner, and 12 months for Scale and the Partner annual option. The minimum term starts on the go-live date confirmed in writing. The term of other services is specified in the proposal or agreement.

10.2. After the minimum term, the managed service continues for an indefinite period and either party may terminate it in writing with 30 calendar days' notice. Notice may be given during the minimum term, taking effect no earlier than its end and subject to that notice period. Termination does not have to coincide with the end of a calendar month. Prepayment does not create a new minimum term after the initial minimum term; unused prepaid service fees are refunded pro rata on valid termination.

10.3. 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. Aggregated performance metrics: The Contractor may use aggregated, genuinely anonymous performance metrics, such as processing speeds and error reductions, for analysis and marketing, provided they cannot be traced to the Client or individuals and do not disclose confidential business information. This clause does not automatically authorize anonymizing personal data for the Contractor's own marketing purposes.

11.2. Named references and case studies: Use of the Client's name, logo, identifiable results, or case study on the website, in presentations, or in other marketing materials requires the Client's prior written approval of the specific publication.

11.3. These terms do not provide general permission to use client documents or personal data for marketing. Any such use requires separate arrangements and, where applicable, a valid legal basis under data protection law.

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.