Terms and Conditions

Definitions

In these terms and conditions the following definitions apply:

Service delivery

Manuless delivers AI process automation in the form of workflow design, build and delivery. The service includes:

• Intake call and process analysis
• Tech stack advice based on the client's existing systems
• Process design document for approval
• Build and testing of the workflow
• Delivery into the client's environment, including a written manual and instruction video (Loom)

Manuless delivers only what has been agreed in the process design document. Work falling outside that scope is treated as additional work (see Article 6).

Manuless is not a hosting or managed service provider. After delivery, the client is responsible for managing, operating and using the workflow. Manuless offers an optional retainer contract for maintenance and further development upon request.

Ownership and intellectual property

Upon full payment of the agreed fee, the delivered workflow becomes the property of the client. The client is and remains the owner of the accounts, API keys, data and systems on which the workflow runs.

The underlying design, methodology and reusable components that Manuless uses in the build remain the intellectual property of Manuless. This includes generic workflow patterns, architectural principles and reusable code modules. The specific implementation for the engagement is transferred in full upon complete payment.

As long as payment has not been made in full, Manuless retains the right to restrict access to the delivered workflow or to delay the transfer.

Payment structure

Manuless uses a phased payment structure that aligns with the progress of the engagement:

Invoices have a payment term of 14 days. In the event of late payment, Manuless is entitled to suspend work until payment has been received. In the case of persistent non-payment, Manuless may terminate the agreement.

All stated amounts are exclusive of VAT unless expressly stated otherwise.

Liability

Manuless endeavours to deliver workflows that function as described in the process design document. Manuless is not, however, liable for:

• Damage resulting from improper use of the workflow by the client
• Outages, changes or disruptions to external services (n8n, Make.com, HubSpot, Google and others) on which the workflow relies
• Damage arising from the client's failure to comply with laws and regulations, including the GDPR, Wwft or sector-specific obligations
• Indirect damage, consequential damage or lost revenue
• Damage that occurs after Manuless's temporary access has been revoked and the workflow has been modified by the client

Manuless's liability is in all cases limited to the amount invoiced and paid by the client in connection with the relevant engagement.

Additional work

Work falling outside the scope of the agreed process design document is treated as additional work. This includes, among other things:

• Extending the workflow with extra triggers, actions or integrations not included in the process design document
• Changes after delivery arising from modifications to the client's systems or wishes
• Additional training or instruction sessions beyond the standard manual and instruction video
• Support for disruptions caused by external services or modifications made by the client

Additional work is always discussed and quoted in advance. Manuless never starts additional work without written approval from the client.

Termination and cancellation

The client may terminate the engagement in writing. The following rules apply:

• Before approval of the process design document: the engagement may be cancelled without charge. No costs are owed.
• After approval of the process design document, before build starts: the first instalment (50%) is owed as compensation for the analysis and design work carried out.
• After build has started: the first instalment is fully owed. Depending on progress, an additional fee may be charged for work already completed.

Manuless may terminate the engagement if the client fails to meet their obligations or if circumstances make proper execution impossible. In that case, the work completed up to that point will be invoiced.

Confidentiality

Manuless treats all client information as confidential. This includes business processes, client data, systems and other information shared in confidence in the context of the engagement.

Manuless does not share client information with third parties, unless this is necessary for the execution of the engagement (for example with a sub-processor such as n8n or Make.com) or where a legal obligation requires it.

Temporary access to the client's systems is used exclusively for the agreed work and is revoked or removed by the client after delivery.

Governing law and disputes

All agreements between Manuless and the client are governed by Dutch law.

Disputes are resolved in the first instance through mutual consultation. If the parties are unable to resolve a dispute through consultation, it will be submitted to the competent court in the district where Manuless is established, unless the parties have agreed in writing on a different court or dispute resolution mechanism.