Terms of Service

1. About These Terms

These Terms of Service (“Terms”) govern access to and use of websites, digital products and services made available by Himox Limited under the Opynex brand where these Terms are expressly stated to apply.

Opynex is a trading brand of Himox Limited.

By accessing or using an applicable Opynex service, you agree to these Terms.

If you use Opynex on behalf of a company or other organization, you represent that you have authority to bind that organization to the applicable agreement.

If a separate written agreement, Master Services Agreement (“MSA”), Statement of Work (“SOW”), order form or other contract has been executed between Himox Limited and a customer, that agreement will govern to the extent of any conflict with these Terms.

2. Business Services

Opynex provides services that may include:

• operational process analysis;
• workflow design and orchestration;
• business-process automation;
• AI-enabled operational systems;
• systems integration;
• custom automation development;
• implementation services;
• monitoring and maintenance;
• technical support;
• workflow templates;
• digital products;
• advisory and consulting services; and
• related operational technology services.

The exact scope of a customer engagement is determined by the applicable proposal, order form, SOW or other written agreement.

3. Business-to-Business Positioning

Unless expressly agreed otherwise in writing, Opynex services are designed primarily for businesses and professional users.

If consumer access or sales are introduced, additional mandatory consumer rights may apply and will not be excluded by these Terms.

4. Discovery and Operational Analysis

Opynex may provide preliminary observations, operational analyses, demonstrations, assessments or proposed architectures before a formal engagement.

Unless expressly stated otherwise in writing, preliminary materials:

• are based on information reasonably available at the time;
• may contain assumptions;
• do not constitute a guarantee of results;
• are not a substitute for a complete technical, legal, financial, security or operational assessment; and
• may change following detailed discovery.

A proposed automation should not be considered approved for production solely because it appears in a preliminary analysis.

5. Customer Responsibilities

Customers are responsible for:

• providing accurate and reasonably complete information;
• identifying relevant business and technical requirements;
• identifying legal, regulatory and internal-policy requirements applicable to their organization;
• obtaining necessary internal approvals;
• maintaining lawful rights to systems, data and accounts made available to Opynex;
• providing lawful instructions concerning personal data;
• reviewing and approving high-risk operational decisions where agreed;
• maintaining appropriate backups where required;
• maintaining appropriate licences for third-party products;
• protecting credentials under their control; and
• notifying Opynex of material changes affecting an implementation.

Opynex is not responsible for failures caused by materially inaccurate, incomplete or withheld customer information.

6. Project Scope

Custom work should be governed by an applicable SOW, proposal or order.

That document may define:

• objectives;
• deliverables;
• milestones;
• integrations;
• customer dependencies;
• implementation responsibilities;
• acceptance criteria;
• project fees;
• payment schedule;
• support arrangements;
• change-management procedures; and
• other project-specific terms.

Work outside agreed scope may require a change request, revised SOW or additional fees.

7. Third-Party Services

Opynex solutions may integrate with third-party services, including cloud infrastructure, APIs, automation platforms, AI providers, communication services, commerce systems, CRM systems and other technology.

Third-party services remain subject to their own terms, availability, pricing, technical limitations and policies.

Opynex does not control independent third-party services and cannot guarantee that a third-party provider will:

• remain available;
• maintain an API;
• preserve existing functionality;
• maintain pricing;
• avoid breaking changes; or
• continue supporting a particular integration.

Where a third-party change affects an Opynex implementation, remediation responsibilities will be governed by the applicable support, maintenance or project agreement.

8. AI-Enabled Systems

Certain Opynex services may incorporate artificial intelligence or machine-learning systems.

AI outputs can be probabilistic, incomplete or inaccurate.

Customers must not assume that an AI-generated output is correct solely because it was generated automatically.

Where a process involves material legal, financial, safety, employment, compliance or similarly significant decisions, appropriate human oversight and validation should be established.

The allocation of responsibility for approval, review and execution should be defined during implementation.

9. Customer Data

Customers retain their rights in data supplied to Opynex or made accessible to Opynex through customer systems, subject to the applicable agreement.

The customer grants Opynex the rights reasonably necessary to process Customer Data for the purpose of providing the contracted services.

Where Opynex processes personal data on behalf of the customer, a Data Processing Agreement may apply.

Customers are responsible for ensuring that Customer Data and instructions provided to Opynex can lawfully be processed for the intended purpose.

10. Confidentiality

Where Opynex receives confidential business information in connection with a customer engagement, confidentiality obligations should be governed by the applicable MSA, NDA, SOW or other written agreement.

Confidential information may include:

• business processes;
• customer information;
• credentials;
• technical architecture;
• source material;
• pricing;
• commercial plans;
• financial information;
• internal documentation; and
• non-public operational information.

Enterprise customers should not rely solely on these website Terms for confidentiality protections where a dedicated agreement is appropriate.

11. Security

Opynex seeks to apply security measures appropriate to the relevant engagement and architecture.

No technology provider can guarantee absolute security or uninterrupted operation.

Customers acknowledge that systems may be affected by:

• software defects;
• third-party outages;
• credential compromise;
• API changes;
• infrastructure failures;
• cyber incidents;
• configuration errors; and
• circumstances outside Opynex's reasonable control.

Specific security commitments, architecture requirements, service levels and incident obligations must be established in the applicable written customer agreement where required.

12. Intellectual Property

Opynex Materials

Unless otherwise agreed in writing, Himox Limited retains ownership of its pre-existing intellectual property, including:

• methodologies;
• reusable libraries;
• frameworks;
• templates;
• generic workflow components;
• know-how;
• documentation structures;
• software components;
• branding; and
• other materials developed independently of a specific customer engagement.

Customer Materials

Customers retain ownership of materials and intellectual property supplied by them, subject to the rights necessary for Opynex to perform the services.

Custom Deliverables

Ownership or licensing of custom deliverables will be specified in the applicable SOW, MSA or other agreement.

No assumption should be made that commissioning custom work automatically transfers ownership of all underlying Opynex technology or pre-existing intellectual property.

13. Digital Products and Templates

Where Opynex sells workflow templates, configurations, documentation or other downloadable products, the applicable product page or license terms will specify permitted use.

Unless expressly stated otherwise, purchasing a digital product does not transfer ownership of Opynex intellectual property.

Customers must not resell, redistribute, sublicense or commercially reproduce Opynex digital products except where expressly permitted by the applicable license.

14. Fees and Payment

Fees, currency, billing frequency, payment schedule and taxes are determined by the applicable product page, order form, proposal, SOW or other agreement.

Customers must pay undisputed amounts when due.

For custom projects, Opynex may require deposits or milestone payments before work begins or continues.

For recurring services, fees may be charged periodically according to the applicable subscription or service agreement.

Any late-payment rights, interest, suspension rights or collection costs should be specified in the applicable commercial agreement and exercised subject to applicable law.

15. Taxes

Prices may be exclusive of applicable taxes unless stated otherwise.

Customers are responsible for taxes, duties or similar governmental charges associated with their purchase except taxes imposed on Himox Limited's own income, subject to applicable law and the relevant payment arrangement.

16. Changes to Services

Technology and operational requirements evolve.

Opynex may improve, modify or discontinue website features, digital products or generally available services.

For contracted enterprise services, material changes affecting agreed deliverables are governed by the applicable customer agreement.

17. Availability

Unless an applicable written agreement contains a specific service-level commitment, services are provided without a guaranteed uptime or response-time SLA.

Any availability, response-time, recovery or support commitment must be expressly stated in the applicable agreement to be binding.

18. Support and Maintenance

Support and maintenance obligations vary by product or engagement.

A custom implementation does not automatically include indefinite monitoring, maintenance, third-party API remediation or future development unless expressly included in the applicable agreement.

Where Opynex Care or another managed service applies, the relevant service description or SOW will define its scope.

19. Suspension

Opynex may suspend access to a service where reasonably necessary to:

• address a security threat;
• prevent misuse;
• respond to unlawful activity;
• protect systems or third parties;
• address material non-payment where contractually permitted; or
• comply with legal obligations.

Where reasonably practicable, Opynex will seek to communicate material suspensions to affected customers.

20. Acceptable Use

You must not knowingly use Opynex services to:

• violate applicable law;
• infringe third-party rights;
• gain unauthorized access to systems;
• distribute malicious code;
• interfere with service integrity;
• circumvent security measures;
• conduct fraudulent activity;
• process information in a manner you are not legally authorized to process; or
• cause Opynex to violate applicable law.

Opynex may refuse or terminate work that would require unlawful or clearly unauthorized activity.

21. No Guaranteed Business Outcome

Opynex designs systems with the objective of improving operational outcomes.

However, business results depend on factors beyond Opynex's control, including customer implementation, data quality, market conditions, third-party systems, employee adoption, operational decisions and external events.

Unless expressly guaranteed in a signed agreement, projections, estimates, expected savings, expected revenue improvements, ROI calculations and similar statements are targets or estimates rather than guaranteed outcomes.

22. Professional Advice

Unless expressly contracted and appropriately qualified to provide it, Opynex does not provide legal, tax, accounting, medical or regulated financial advice.

Automation of a regulated business process does not transfer the customer's regulatory responsibility to Opynex.

Customers remain responsible for obtaining appropriate professional advice where required.

23. Warranties

Specific warranties applicable to an enterprise engagement should be established in the applicable written agreement.

Nothing in these Terms excludes warranties or rights that cannot lawfully be excluded.

To the maximum extent permitted by applicable law and except as expressly agreed in writing, generally available website content and non-contracted materials are provided on an “as available” basis without guarantees concerning uninterrupted availability or suitability for a particular purpose.

24. Liability

The appropriate liability framework for custom or enterprise services should be negotiated in the applicable MSA, SOW or other written agreement.

Nothing in these Terms excludes or limits liability where exclusion or limitation is prohibited by applicable law.

For enterprise engagements, the parties should expressly address:

• overall liability caps;

• exclusions from caps;

• indirect and consequential losses;

• data-protection liability;

• confidentiality breaches;

• intellectual-property claims;

• security incidents; and

• any other risks material to the engagement.

These website Terms are not intended to substitute for an appropriately negotiated enterprise liability regime.

25. Indemnities

Any indemnification obligations relating to intellectual property, unlawful customer instructions, third-party claims, data protection or other enterprise risks should be expressly established in the applicable customer agreement.

No broad enterprise indemnity should be inferred solely from marketing material or preliminary proposals.

26. Termination

Termination rights for paid services are governed by the applicable commercial agreement.

Upon termination, the parties should follow the agreed procedures concerning:

• outstanding payments;

• customer access;

• credential revocation;

• data return or deletion;

• transition assistance;

• intellectual-property rights; and

• continuing obligations.

Provisions intended by their nature to survive termination may continue to apply.

27. Data Protection

Each party must comply with the data-protection obligations applicable to it.

Where Opynex processes personal data on behalf of a customer, the parties will enter into an appropriate Data Processing Agreement where required.

Our public Privacy Policy provides additional information concerning processing for which Himox Limited acts as controller.

28. Force Majeure

Neither party should be responsible for delay or failure caused by circumstances beyond its reasonable control to the extent recognized under the applicable agreement and law.

Such events may include major infrastructure outages, natural disasters, war, governmental actions, widespread telecommunications failures and similar events.

Payment obligations already due are not necessarily excused by such events.

29. Governing Law and Jurisdiction

The governing law and jurisdiction for commercial relationships should be specified in the applicable customer agreement.

For standard Himox Limited B2B terms, English law and the courts of England and Wales may be considered, subject to legal review and any mandatory rights that apply to a particular customer or jurisdiction.

30. Changes to These Terms

We may update these Terms periodically.

Changes will be published with a revised effective date.

Material changes affecting an existing contracted service will be handled according to the applicable customer agreement and law.

31. Entire Agreement

For a contracted customer, these Terms together with any applicable order form, MSA, SOW, DPA and other incorporated documents form the relevant contractual framework to the extent specified in those documents.

If an executed customer agreement conflicts with these website Terms, the executed agreement controls to the extent specified by that agreement.

32. Contact

Opynex is a trading brand of Himox Limited.

Website: opynex.com

Email: info@opynex.com