Legal

Terms and Conditions

Version 1.0 · Effective from 5 April 2026

This translation is provided for convenience. The Dutch version is legally binding.

These terms and conditions apply to all quotations, agreements and work of Optimex Pro, a sole proprietorship established at Westdijk 40-70, 3752 AE Bunschoten, the Netherlands, registered with the Dutch Chamber of Commerce (KvK) under number 89246152, hereinafter referred to as "Optimex Pro".

Article 1 — Definitions

1.Client: the natural person or legal entity that enters into an agreement with Optimex Pro.
2.Services: all work carried out by Optimex Pro in connection with automation, AI implementation and related consultancy, including but not limited to setting up workflow automations, integrations between software (such as Airtable, Make.com and similar platforms), and advising on these.
3.Agreement: any arrangement between Optimex Pro and the Client to perform Services, including a quotation accepted by both parties.
4.Third parties / Third-party tools: software, platforms or services of external suppliers (including Airtable, Make.com, OpenAI and similar parties) used or implemented by Optimex Pro for the purposes of the Services, but which are not managed, hosted or guaranteed by Optimex Pro.

Article 2 — Applicability

1.These terms apply to all offers, quotations, agreements and invoices of Optimex Pro, unless deviated from in writing.
2.Any purchasing or other terms and conditions of the Client are expressly rejected, unless agreed otherwise in writing.
3.If any provision of these terms proves to be void, the remaining provisions shall remain in full force.

Article 3 — Quotations and formation of the agreement

1.All quotations from Optimex Pro are without obligation and valid for the period stated in the quotation, unless indicated otherwise.
2.An agreement is formed at the moment the Client accepts the quotation in writing (including by email), or upon receipt of the first partial payment, if earlier.
3.Changes to the agreement are only valid if agreed between the parties in writing. Additional work beyond the original quotation will be invoiced separately.

Article 4 — Performance of the agreement

1.Optimex Pro performs the Services to the best of its insight, knowledge and ability, in accordance with the requirements of good workmanship. Stated delivery periods are indicative and do not constitute a strict deadline, unless expressly agreed otherwise.
2.Performance of the Services also depends on timely and correct provision of information, materials and access by the Client (as set out in the onboarding checklist or similar document). Any resulting delay is at the Client's expense and does not constitute default by Optimex Pro.
3.Optimex Pro is entitled to engage third parties in performing the agreement.

Article 5 — Prices and payment

1.All prices are exclusive of VAT, unless stated otherwise.
2.Payment is made in the manner stated in the quotation or invoice, generally in two instalments: 50% upon acceptance of the quotation and 50% upon delivery, unless agreed otherwise in writing.
3.The payment term is 14 days from the invoice date, unless agreed otherwise. If this term is exceeded, the Client is automatically in default and Optimex Pro is entitled to charge the statutory commercial interest rate, as well as reasonable collection costs.
4.Monthly or recurring costs of third-party tools recommended or implemented by Optimex Pro (such as subscriptions to Airtable, Make.com or similar services) are at the Client's expense and are billed directly by the relevant supplier, unless expressly agreed otherwise.
5.For a retainer agreement, the agreed recurring amount is invoiced monthly in advance, with a payment term of 14 days from the invoice date.
6.Optimex Pro is entitled to suspend performance of the Services if the Client fails to meet its payment obligations on time.

Article 6 — Ownership and intellectual property

1.Upon full payment of the agreed fee, ownership of the systems, configurations, Airtable bases, Make.com scenarios and other custom-developed work built specifically for the Client (hereinafter: "the Works") transfers to the Client.
2.Transfer of ownership does not include the underlying third-party software itself (such as Airtable, Make.com, OpenAI); the Client must have its own subscription or account for this and remains responsible for complying with the terms of these suppliers.
3.General methodologies, templates, processes, documentation and other generic knowledge that Optimex Pro has developed prior to or independently of the agreement remain the property of Optimex Pro at all times, even where applied in performing the Services for the Client.
4.Optimex Pro is permitted, subject to the confidentiality obligation set out in Article 9, to use the knowledge and experience gained in performing the Services for other assignments.

Article 7 — Liability

1.Optimex Pro is only liable for direct damage that is the direct result of an attributable failure by Optimex Pro itself to perform the agreement.
2.Optimex Pro is never liable for damage, downtime, data loss, malfunctions or other consequences arising from the functioning, non-functioning, changing of terms, discontinuation of services, or malfunctions of third-party tools such as Airtable, Make.com, OpenAI or similar platforms. Such risks lie solely with the relevant supplier and/or the Client.
3.Optimex Pro is not liable for indirect damage, including but not limited to consequential damage, loss of profit, missed savings, reputational damage or damage due to business interruption.
4.Should Optimex Pro be liable, such liability is at all times limited to the amount actually paid by the Client for the specific Service from which the damage arose, with a maximum of the invoice amount of the relevant agreement.
5.The Client is responsible for making backups of its own data, even after implementation of systems built by Optimex Pro.

Article 8 — Force majeure

1.Optimex Pro is not obliged to fulfil any obligation if prevented from doing so as a result of force majeure. Force majeure includes: malfunctions or outages at third-party tools and suppliers, internet outages, power outages and other circumstances beyond the control of Optimex Pro.

Article 9 — Confidentiality

1.Both parties are obliged to keep confidential all confidential information obtained from each other or from another source in connection with the agreement. Information is considered confidential if communicated as such by the other party or if this follows from the nature of the information.

Article 10 — Duration and termination

1.Agreements are entered into for the duration of the agreed assignment and end automatically upon delivery and acceptance of the Works by the Client, unless a retainer agreement as referred to in paragraph 2 applies.
2.If the parties enter into a retainer agreement (an ongoing agreement for recurring work at a fixed periodic amount), this applies for an indefinite period and may be terminated in writing by either party subject to one (1) month's notice, unless agreed otherwise.
3.Any additional or follow-up assignments are agreed separately and are likewise subject to these terms and conditions.
4.Optimex Pro is entitled to terminate the agreement with immediate effect if the Client is granted a suspension of payments or declared bankrupt, or structurally fails to meet its payment obligations.

Article 11 — Applicable law and disputes

1.All agreements between Optimex Pro and the Client are governed exclusively by Dutch law.
2.Disputes arising from or related to the agreement will initially be submitted to the competent court in the district where Optimex Pro is established, unless mandatory law provides otherwise.

Optimex Pro · Westdijk 40-70, 3752 AE Bunschoten · KvK: 89246152 · BTW: NL004708846B50 · optimexpro.com