Terms & Conditions

These Terms and Conditions ("Terms") govern the provision of AI agent development, integration, consulting, and maintenance services by Optima Ecom AI GmbH ("Provider", "we", "us") to clients ("Client", "you"). By engaging our services or accepting a project proposal, you agree to these Terms.

1. Services

The Provider offers custom AI agent development and related services for e-commerce businesses. The specific services, deliverables, timelines, and pricing for each project are defined in the project proposal and scope document agreed upon before work begins.

All agents are custom-built per client specification. We do not provide off-the-shelf products. The Provider does not guarantee specific business outcomes (including revenue increases, conversion rate improvements, or other performance metrics) from AI implementation.

2. Discovery call

An initial discovery call is required before any project begins. This call is free of charge and without obligation. The purpose is to assess fit and scope before a proposal is issued.

3. Project proposal and acceptance

Following the discovery call, the Provider may issue a written project proposal including scope, deliverables, timeline, and pricing. No project work begins until the Client accepts the proposal in writing (email acceptance is sufficient) and the initial payment milestone is received.

4. Pricing and payment

4.1 Project work

Project fees are defined in the proposal. Unless otherwise agreed, payment is structured across milestones: an initial deposit, a mid-project payment upon reaching an agreed milestone, and a final payment upon completion and acceptance. All prices are net; applicable VAT will be added to invoices.

4.2 Monthly retainer

Monthly maintenance and support retainers are billed at the start of each monthly period. The minimum retainer fee is €350/month. Retainers are billed monthly and payable within 14 days of invoice.

4.3 Late payment

Invoices unpaid after the due date may attract interest at the statutory rate under German law. The Provider reserves the right to suspend services in cases of material non-payment.

5. Cancellation and refunds

5.1 Project work

• Cancellation before project kickoff: any received milestone payments are refundable, minus a reasonable fee for pre-project consultation (capped at €200).
• Cancellation after kickoff: no refund of payments already made. The Client will be invoiced pro rata for work completed at the agreed milestone rate.
• Unused future milestone payments (for work not yet started) are not payable if the project is cancelled.

5.2 Monthly retainer

Retainers may be cancelled with 30 days written notice to [email protected]. No refund is provided for the current billing month. Retainers are not subject to a minimum commitment period unless otherwise agreed in writing.

6. Client responsibilities

The Client agrees to:

• Provide timely access to required platforms, APIs, data, and systems necessary for the project
• Provide accurate information about their platform configuration, integrations, and requirements
• Designate a point of contact for project communications
• Review deliverables and provide feedback within agreed timelines
• Ensure they have legal authority to grant access to data used in the project

Delays caused by the Client's failure to provide required access or information may affect timelines and will not constitute a breach by the Provider.

7. Intellectual property

Upon full payment of all project fees, the Client receives a non-exclusive, perpetual licence to use the delivered AI agent and associated code for their own business purposes. The Provider retains ownership of underlying frameworks, tools, and methods developed independently of the specific project.

The Client grants the Provider a limited licence to access their platform data solely to carry out the project.

8. Confidentiality

Both parties agree to keep confidential all non-public information received in connection with the project. This obligation survives termination of the agreement for a period of three years. Confidentiality does not apply to information that is already public, independently developed, or required to be disclosed by law.

9. Data processing

Where the project involves access to personal data of the Client's customers, a Data Processing Agreement (DPA) as required under GDPR Art. 28 will be provided and must be countersigned before such data is accessed. The DPA documents the purposes, scope, and safeguards for data processing.

10. Limitation of liability

The Provider's liability for damages arising from a project is limited to the total fees paid by the Client for that specific project in the twelve months preceding the claim. This limitation does not apply to damages caused by gross negligence, wilful misconduct, or personal injury.

The Provider is not liable for indirect or consequential losses, including lost profits, lost revenue, or damage to reputation.

11. Warranties

The Provider warrants that services will be performed with reasonable care and skill. No warranty is given that the AI agent will be error-free, uninterrupted, or that it will produce specific business outcomes. The Provider makes no representation about compatibility with future platform versions unless covered by a maintenance retainer.

12. Governing law and disputes

These Terms are governed by the law of the Federal Republic of Germany. The parties agree to attempt to resolve disputes amicably before resorting to legal proceedings. Where legal proceedings are necessary, the exclusive place of jurisdiction is Berlin, Germany, subject to mandatory legal provisions.

13. Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions continue in full force. The parties agree to replace any invalid provision with an enforceable provision that most closely reflects the original intent.

14. Entire agreement

These Terms, together with the specific project proposal and any signed DPA, constitute the entire agreement between the parties and supersede any prior discussions or representations.

15. Contact

For contractual matters: [email protected]
Optima Ecom AI GmbH, Mommsenstraße 9, 10630 Berlin, Germany