Terms and Conditions

Article 1: Definitions

• Contractor: Opusmatic, based in Rotterdam, registered with the Chamber of Commerce under 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 automation and artificial intelligence (AI).

Article 2: Applicability

These terms and conditions apply to all offers, agreements, and deliveries of Services by the Contractor. Deviations are only valid if agreed upon in writing.

Article 3: Offers and Agreement

All offers are non-binding. An agreement is concluded after written acceptance by the Client of the Contractor's offer or upon commencement of the performance of the Services.

Article 4: Performance of Services

4.1. The Contractor performs Services to the best of its knowledge and ability, according to the requirements of good craftsmanship.

4.2. The Client grants timely access to all necessary information, systems, and personnel and designates a primary point of contact.

4.3. Stated deadlines are indicative and never fatal, unless expressly agreed otherwise.

Article 5: Remuneration and Payment

5.1. Remuneration is laid down in the offer or agreement. Unless otherwise stated, all amounts are exclusive of VAT.

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

5.3. In case of late payment, the Client is legally in default and owes the statutory commercial interest (Article 6:119a BW), as well as extrajudicial collection costs.

Article 6: Intellectual Property

6.1. The Contractor retains all intellectual property rights to code, documentation, and technical implementations developed by it that are not specifically developed for the Client.

6.2. After full payment, the Contractor grants the Client a non-exclusive, non-transferable license to use the customized solutions exclusively for internal business operations.

Article 7: Confidentiality

Both parties will keep all confidential information exchanged secret. This obligation remains in force until 3 years after termination of the agreement.

Article 8: Warranties and Indemnification

8.1. The Contractor guarantees that the Services will be performed professionally and skillfully.

8.2. Except as expressly stated, the Contractor gives no other warranties, express or implied. The Contractor does not guarantee that the Services will work flawlessly or without interruption.

Article 9: Liability

9.1. The total liability of the Contractor, whether from contract, tort, or otherwise, shall in no event exceed the total of the fees paid by the Client in the twelve (12) months preceding the claim.

9.2. In no event shall a party be liable to the other party for indirect, incidental, or consequential damages, including lost profits or savings.

9.3. The Contractor is not liable for errors or malfunctions caused by external platforms or third-party software.

Article 10: Duration and Termination

10.1. The Client may terminate a continuous agreement with a notice period of 30 days.

10.2. Each party may terminate the agreement with immediate effect in case of a material breach by the other party that has not been remedied within 15 days after written notice of default.

Article 11: Applicable Law and Disputes

This agreement is exclusively governed by Dutch law. Disputes will be submitted to the competent court in the district of the Contractor's place of business.