Terms of Service

01 Acceptance of Terms

By accessing or using the Optima-Ex website (optima-ex.co.za) or by engaging our services, you confirm that you have read, understood, and agree to be bound by these Terms of Service ("Terms") and our Privacy Policy.

These Terms constitute a legally binding agreement between you ("Client", "you") and Optima-Ex ("Company", "we", "us", "our"), a consultancy business registered and operating in South Africa.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms.

02 Services

Optima-Ex provides professional consultancy services including but not limited to:

• Business and technology consultancy
• Product management and strategy
• UX/UI design and brand strategy
• Software and web development
• Agile coaching and transformation
• Business analysis and process optimisation
• Change management advisory

The specific scope, deliverables, timelines and fees for any engagement will be set out in a separate Statement of Work ("SOW") or service agreement agreed in writing between the parties.

Optima-Ex reserves the right to modify, suspend, or discontinue any service at any time with reasonable notice to affected clients.

03 Client Engagements

Project Commencement

An engagement commences upon written confirmation (email or signed agreement) and receipt of any applicable deposit as specified in the SOW.

Client Responsibilities

Clients agree to:

• Provide timely, accurate and complete information, materials and feedback required for the project
• Ensure that a nominated representative with decision-making authority is available throughout the project
• Respond to requests for approvals and feedback within agreed timeframes
• Not engage third parties to perform work that directly conflicts with the scope agreed with Optima-Ex without prior written consent

Changes to Scope

Any changes to the agreed scope of work must be submitted in writing. Optima-Ex will assess the impact of any changes on timelines and fees and provide a written amendment to the SOW for approval before proceeding.

04 Payment Terms

Unless otherwise specified in the SOW:

• A deposit of 50% of the total project fee is required before commencement of work
• The remaining balance is due upon delivery of final deliverables
• Invoices are payable within 14 calendar days of the invoice date
• All fees are quoted and payable in South African Rand (ZAR) unless otherwise agreed
• Optima-Ex reserves the right to charge interest on overdue amounts at a rate of 2% per month
• In the event of non-payment, Optima-Ex may suspend or terminate services and withhold deliverables until payment is received

All fees exclude Value Added Tax (VAT) where applicable under South African tax law.

05 Intellectual Property

Client Ownership

Upon receipt of full payment, Optima-Ex assigns to the client all rights, title and interest in the final deliverables specifically created for that client under the SOW, to the extent permissible by law.

Optima-Ex Ownership

Optima-Ex retains ownership of:

• All pre-existing intellectual property, methodologies, frameworks, tools, and processes developed independently of the client engagement
• General know-how, skills, and expertise developed during the course of the engagement
• Any proprietary software, templates, or systems used to deliver services

Website Content

All content on the Optima-Ex website — including text, graphics, logos, and code — is the intellectual property of Optima-Ex and may not be copied, reproduced, or used without prior written permission.

06 Confidentiality

Both parties agree to keep confidential all non-public information received from the other party in connection with an engagement ("Confidential Information"). This obligation does not apply to information that:

• Is or becomes publicly available through no breach of this agreement
• Was already known to the receiving party prior to disclosure
• Is independently developed without reference to the Confidential Information
• Is required to be disclosed by law or regulatory authority

Where required, the parties will execute a separate Non-Disclosure Agreement (NDA).

07 Warranties & Disclaimers

Optima-Ex warrants that:

• Services will be performed with reasonable skill, care and diligence
• We have the right to enter into these Terms and provide the services described
• Deliverables will materially conform to the specifications agreed in the SOW

Except as expressly stated above, our website and services are provided on an "as is" and "as available" basis without warranty of any kind, whether express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement.

We do not warrant that our website will be uninterrupted, error-free, or free from viruses or other harmful components.

08 Limitation of Liability

To the fullest extent permitted by applicable law:

• Optima-Ex shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising from your use of our services or website
• Our total liability to you for any claim arising from these Terms or any engagement shall not exceed the total fees paid by you to Optima-Ex in the 3 months preceding the claim
• We shall not be liable for any loss of profit, revenue, data, business opportunity, or goodwill
• We are not liable for any failure or delay in performance due to circumstances beyond our reasonable control (force majeure)

Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded under South African law.

09 Termination

Either party may terminate an engagement by providing 30 days written notice to the other party, unless otherwise specified in the SOW.

Optima-Ex may terminate immediately if the client:

• Fails to make payment when due and does not remedy this within 7 days of written notice
• Breaches these Terms or the SOW in a material way that is not remedied within 14 days of written notice
• Becomes insolvent, is placed into liquidation, or makes arrangements with creditors

Upon termination, the client shall pay for all work completed to the date of termination. Optima-Ex shall deliver all completed work product upon receipt of such payment.

10 Governing Law

These Terms are governed by and construed in accordance with the laws of the Republic of South Africa. The parties irrevocably submit to the jurisdiction of the courts of South Africa for resolution of any disputes arising from these Terms.

11 Dispute Resolution

In the event of a dispute, the parties agree to first attempt to resolve the matter through good-faith negotiation. Either party may escalate unresolved disputes to mediation facilitated by a mutually agreed mediator before initiating formal legal proceedings.

The costs of mediation shall be shared equally between the parties unless otherwise agreed.

12 General Provisions

• Entire Agreement: These Terms, together with any applicable SOW, constitute the entire agreement between the parties and supersede all prior discussions and representations
• Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect
• Waiver: Failure to enforce any provision of these Terms shall not constitute a waiver of that right
• Assignment: You may not assign your rights or obligations under these Terms without prior written consent from Optima-Ex
• Amendments: We reserve the right to update these Terms at any time. Updated terms will be posted on this page with a revised date

13 Contact Us

For any questions regarding these Terms of Service, please contact us: