Terms & Conditions

Welcome to Opteira. These Terms and Conditions ("Terms") govern your use of our website, services, and the Opteira Client Diagnostic Form. By accessing our website or engaging our services, you agree to be bound by these Terms.

1. DEFINITIONS

1.1 "Opteira," "we," "us," or "our" refers to Opteira FZ-LLC, a strategic marketing operations consultancy.

1.2 "Client," "you," or "your" refers to the individual or entity engaging our services.

1.3 "Services" refers to all marketing operations, systems automation, creative, AI, and technical services provided by Opteira.

1.4 "Application Form" refers to the enquiry form available on our website.

1.5 "Discovery Call" refers to the initial consultation to understand your needs.

1.6 "Scoping Call" refers to the strategic consultation session where we assess your business needs and define project scope.

1.7 "Proposal" or "Statement of Work" refers to the formal project agreement outlining deliverables, timelines, and investment.

2. ACCEPTANCE OF TERMS

2.1 By submitting the Enquiry Form, booking a Discovery Call, engaging in a Scoping Call, or entering into any agreement with Opteira, you acknowledge that you have read, understood, and agree to be bound by these Terms.

2.2 We reserve the right to modify these Terms at any time. Continued use of our services following any changes constitutes acceptance of the revised Terms.

2.3 If you do not agree to these Terms, you must not use our website or services.

3. SERVICES OVERVIEW

3.1 Opteira provides marketing operations, sales enablement, business operations, AI automation, creative coordination, and technical consulting services.

3.2 Services are delivered following a structured process: - Initial enquiry or application - Discovery Call (if applicable) - Scoping Call and needs assessment - Proposal and agreement - Payment - Implementation - Post-project support as outlined in Statement of Work

3.3 All services are provided on a project basis or retainer arrangement as outlined in the Proposal or Statement of Work.

3.4 We reserve the right to decline services to any prospective client at our discretion.

4. Enquiry Form

4.1 Information submitted through our application form is used solely to assess your business needs and determine if we're a good fit.

4.2 All information you provide is treated confidentially in accordance with our Privacy Policy.

4.3 We are more than happy to sign a Non-Disclosure Agreement (NDA) if required. Please contact partnerships@opteira.com to arrange this.

4.4 You warrant that all information provided to Opteira is accurate, complete, and does not infringe upon any third-party rights.

5. Scoping and Proposals

5.1 Following an initial consultation, we may provide a scoping session to understand your needs in detail.

5.2 Based on scoping discussions, we will provide a detailed Proposal or Statement of Work outlining: - Project scope and deliverables - Timeline and milestones - Investment and payment terms - Implementation approach

5.3 Proposals remain valid for 60 days from delivery date unless otherwise specified.

5.4 Any scoping fees (if applicable) will be outlined separately and may be credited towards project implementation as specified in your proposal.

6. PAYMENT TERMS

6.1 Project Payments

6.1.1 Standard payment terms: Pay in Full OR 50% upfront upon agreement, 50% upon completion (unless otherwise specified in Statement of Work).

6.1.2 For larger projects, milestone-based payments may be arranged as outlined in your Statement of Work.

6.1.3 All payments are processed via Stripe or bank transfer as specified in your invoice.

6.1.4 Payment is due within 7 days or 30 days of invoice date unless otherwise agreed in writing.

6.1.5 Late payments may result in project suspension and incur a late fee of 5% of the outstanding amount per month.

6.2 Retainer Payments

6.2.1 Monthly retainer fees are payable in advance on the 1st of each month.

6.2.2 Retainer terms are outlined in a separate retainer agreement.

6.3 Currency 7.3.1 All prices are quoted in GBP (£), USD ($) or AED as specified in your proposal.

6.3.2 Exchange rates are locked at the time of invoicing.

7. PROJECT SCOPE AND DELIVERABLES

7.1 All projects are governed by a Statement of Work outlining:

• Detailed scope and deliverables

• Timeline and milestones

• Investment and payment schedule

• Roles and responsibilities

• Acceptance criteria

7.2 Any work outside the agreed scope constitutes a change request and may incur additional fees.

7.3 We will provide reasonable revisions as outlined in your Statement of Work to meet agreed outcomes.

7.4 You are responsible for providing timely access to platforms, accounts, and information necessary for project delivery.

7.5 Project timelines are contingent upon your timely provision of feedback, approvals, and access to required systems.

8. CLIENT RESPONSIBILITIES

8.1 You agree to:

• Provide accurate and complete information

• Respond to requests within agreed timeframes (typically 72 hours)

• Provide access to necessary platforms, tools, and accounts

• Review and approve deliverables within agreed timeframes

• Maintain active communication throughout the project

8.2 If communication breaks down for more than 14 days from your side, projects may be paused to protect both parties' time and resources.

8.3 Paused projects may be resumed upon mutual agreement, subject to availability and potential rescheduling fees.

9. INTELLECTUAL PROPERTY

9.1 Client IP Protection

9.1.1 All intellectual property you provide to us (including business ideas, proprietary information, branding, and content) remains your property.

9.1.2 For all clients, we will never disclose, replicate, or resell your concepts or ideas.

9.1.3 We may use your information solely to deliver the agreed services.

9.2 Deliverables Ownership

9.2.1 Upon full payment, you own all deliverables created specifically for your project, including:

• Your Blueprint document and strategic recommendations

• All systems, automations, and implementations built specifically for you

• Custom integrations, technical solutions, and operational infrastructure

• Content, creative assets, and documentation created for you

• Any work product developed specifically for your business

9.2.2 You have full rights to use, modify, implement, and build upon these deliverables using any resources you choose (internal team or external vendors).

9.2.3 You may share your deliverables with implementation partners, contractors, or stakeholders as needed for implementation, maintenance, or enhancement purposes.

9.3 Opteira IP

9.3.1 Opteira retains ownership of:

• Our proprietary methodologies, frameworks, and consulting processes

• Diagnostic tools, assessment systems, and Blueprint creation methodology

• Template structures and formats (distinct from your specific content)

• Pre-existing tools, systems, and intellectual property

• Reusable code libraries and technical frameworks

9.3.2 Permitted use: You may implement your deliverables and use the strategies provided for your business operations. You may hire any resources (internal or external) to maintain, support, or enhance systems built by Opteira.

9.3.3 Restricted use: You may not commercialize Opteira's methodologies or use our proprietary frameworks to offer similar Blueprint, consulting, or diagnostic services to other businesses.

9.3.4 If confidentiality agreements are in place, the distinction between deliverable ownership and methodology protection will be detailed in the NDA.

9.4 Third-Party IP

9.4.1 You are responsible for ensuring you have rights to any third-party content, software, or materials you provide.

9.4.2 Where third-party platforms or tools are used in implementations (e.g., HubSpot, Salesforce, Google, Stripe), your use is subject to those third parties' terms of service and licensing agreements.

9.4.3 We are not liable for any infringement claims arising from materials you provide.

10. CANCELLATION AND REFUNDS

10.1 Client Cancellation

10.1.1 You may cancel services at any time by providing written notice to partnerships@opteira.com.

10.1.2 Any scoping or consultation fees are non-refundable once work has commenced.

10.1.3 Blueprint fees remain fully credited towards implementation if you proceed within 90 days.

10.1.4 For implementation projects:

• If cancelled before work commences: 50% refund of upfront payment

• If cancelled after work commences: No refund; payment for completed work is due

10.2 Opteira Cancellation

10.2.1 We reserve the right to terminate services if:

• You breach these Terms

• You fail to make payment when due

• Communication breakdown exceeds 14 days

• The project becomes unfeasible due to circumstances beyond our control

10.2.2 In such cases, you will be invoiced for work completed to date.

11. WARRANTIES AND DISCLAIMERS

11.1 Service Warranty

11.1.1 We warrant that services will be performed with reasonable skill and care in accordance with industry standards.

11.1.2 We warrant that deliverables will materially conform to specifications outlined in your Statement of Work.

11.2 Disclaimers

11.2.1 Services are provided "as is" except as expressly warranted in your Statement of Work.

11.2.2 We do not guarantee specific business outcomes, revenue increases, or marketing performance results.

11.2.3 Marketing performance depends on numerous factors outside our control, including market conditions, competition, budget, and execution by your team.

11.2.4 We are not responsible for third-party platforms, tools, or services (e.g., Meta, Google, HubSpot, Stripe) or their performance, availability, or policy changes.

11.2.5 We make no warranties regarding uninterrupted or error-free service delivery, though we will use reasonable efforts to resolve any issues promptly.

12. LIMITATION OF LIABILITY

12.1 Our total liability for any claims arising from services shall not exceed the total fees paid by you for the specific project giving rise to the claim.

12.2 We shall not be liable for:

• Indirect, incidental, consequential, or punitive damages

• Loss of profits, revenue, data, or business opportunities

• Damages arising from third-party platforms, tools, or services

• Delays or failures due to circumstances beyond our reasonable control

12.3 These limitations apply regardless of the form of action, whether in contract, tort, negligence, or otherwise.

12.4 Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law.

13. INDEMNIFICATION

13.1 You agree to indemnify and hold Opteira harmless from any claims, damages, or expenses (including legal fees) arising from:

• Your breach of these Terms

• Your use of deliverables in a manner not authorised by us

• Infringement claims related to materials you provided

• Your business operations or marketing activities

14. CONFIDENTIALITY

14.1 Both parties agree to keep confidential all non-public information disclosed during the engagement, including: - Business strategies, plans, and financial information - Technical specifications and implementations - Personal data and customer information - Proprietary methodologies and processes

14.2 We are happy to sign a formal Non-Disclosure Agreement (NDA) if required. Please contact partnerships@opteira.com to arrange this.

14.3 Confidentiality obligations survive termination of services for a period of five (5) years from date of disclosure, or as otherwise specified in a separate NDA.

14.4 Exceptions: Information that is publicly available, independently developed, or required to be disclosed by law.

14A. TEAM NON-SOLICITATION

14A.1 You agree not to solicit, recruit, or hire any Opteira employees, contractors, or subcontractors for a period of twenty-four (24) months from the date of first introduction or meeting.

14A.2 If you wish to engage any Opteira team member, you must first obtain written consent from Opteira, which may be subject to a mutually agreed placement fee.

14A.3 This provision protects Opteira's investment in team development and business relationships whilst ensuring fair treatment of all parties.

15. DATA PROTECTION AND PRIVACY

15.1 We process personal data in accordance with our Privacy Policy and applicable data protection laws, including GDPR and UK Data Protection Act 2018.

15.2 By using our services, you consent to our collection, use, and processing of data as described in our Privacy Policy.

15.3 We implement appropriate technical and organisational measures to protect your data.

15.4 You are responsible for ensuring you have appropriate consent and legal basis to share any personal data with us.

15.5 For data processing activities where we act as a processor, a separate Data Processing Agreement may be required.

16. COMMUNICATION

16.1 We maintain communication via email, video calls, WhatsApp, and project management platforms as agreed.

16.2 Our standard response time is 24–48 hours for client communications (business days).

16.3 Your standard response time for approvals and feedback is 72 hours (business days).

16.4 Official notices must be sent via email to partnerships@opteira.com.

17. ONGOING SUPPORT AND RETAINERS

17.1 Post-project support is available via monthly retainer arrangements.

17.2 Every completed project includes one complimentary check-in call 2–4 weeks after delivery.

17.3 Retainer terms, scope, and investment are outlined in a separate agreement.

17.4 Retainers may be terminated by either party with 30 days' written notice.

18. SUBCONTRACTORS AND PARTNERS

18.1 We may engage subcontractors or partner specialists to deliver certain services (e.g., creative production, CGI, custom development).

18.2 We remain responsible for the quality and delivery of all services regardless of subcontractor involvement.

18.3 All subcontractors are bound by confidentiality obligations equivalent to those in these Terms and the Mutual NDA.

19. FORCE MAJEURE

19.1 Neither party shall be liable for failure to perform due to circumstances beyond reasonable control, including:

• Natural disasters, pandemics, or acts of God

• War, terrorism, or civil unrest

• Government actions or regulations

• Internet or telecommunications failures

• Third-party platform outages

19.2 The affected party must notify the other party promptly and use reasonable efforts to resume performance.

20. DISPUTE RESOLUTION

20.1 In the event of any dispute, both parties agree to first attempt resolution through good-faith negotiation.

20.2 If negotiation fails, disputes shall be resolved through mediation before pursuing legal action.

20.3 Any legal proceedings shall be governed by the laws of England and Wales (or the jurisdiction specified in your Statement of Work).

20.4 Both parties consent to the exclusive jurisdiction of the courts of England and Wales.

21. ENTIRE AGREEMENT

21.1 These Terms, together with, any Statement of Work, Proposal, separate NDA (if applicable) and Privacy Policy, constitute the entire agreement between you and Opteira.

21.2 In the event of any conflict between these Terms and the Mutual NDA, the Mutual NDA shall prevail with respect to confidentiality, intellectual property ownership, non-solicitation, and related matters.

21.3 These Terms supersede all prior agreements, understandings, and communications, whether written or oral.

21.4 Any modifications must be made in writing and signed by both parties.

22. SEVERABILITY

22.1 If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

22.2 Invalid provisions shall be modified to the minimum extent necessary to make them valid and enforceable.

23. WAIVER

23.1 Failure to enforce any provision of these Terms does not constitute a waiver of that provision or any other provision.

23.2 Any waiver must be in writing and signed by the waiving party.

24. ASSIGNMENT

24.1 You may not assign or transfer your rights or obligations under these Terms without our prior written consent.

24.2 We may assign our rights and obligations to a successor entity in the event of a merger, acquisition, or sale of assets.

25. NOTICES

All notices under these Terms must be sent to:

Opteira
Email: partnerships@opteira.com

Notices are deemed received:

• Email: Upon confirmation of delivery

• Post: 3 business days after posting

26. RELATIONSHIP OF PARTIES

26.1 Opteira operates as an independent contractor. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship.

26.2 Neither party has authority to bind the other or make commitments on the other's behalf.

27. MARKETING AND TESTIMONIALS

27.1 With your consent, we may:

• Use your company name and logo on our website and marketing materials as a client reference

• Request testimonials or case study participation

• Share anonymised project results

27.2 You may decline or withdraw consent at any time by contacting partnerships@opteira.com.

27.3 We will not disclose confidential business information without your explicit written consent.

28. PROJECT CAPACITY

28.1 We intentionally limit our active client portfolio to maintain quality and attention to detail.

28.2 When at capacity, we maintain a priority waitlist for qualified prospects.

28.3 Submitting the Diagnostic Form or paying a Blueprint fee does not guarantee immediate project commencement if we are at capacity.

29. CONTACT INFORMATION

For questions about these Terms or our services:

Email: partnerships@opteira.com
Website: www.opteira.com
Privacy Policy: www.opteira.com/privacy-policy

30. GOVERNING LAW AND JURISDICTION

30.1 Governing Law: These Terms shall be governed by and construed in accordance with the laws of the United Arab Emirates.

30.2 Jurisdiction for UAE and GCC Clients: For clients based in the United Arab Emirates or GCC countries, both parties irrevocably submit to the exclusive jurisdiction of the DIFC Courts (Dubai International Financial Centre).

30.3 Jurisdiction for International Clients: For clients based outside the UAE and GCC, the parties may agree to: - The exclusive jurisdiction of the DIFC Courts, or - The laws of England and Wales and the jurisdiction of the courts of England and Wales, or - International arbitration under DIFC-LCIA or ICC rules as specified in the Statement of Work.

30.4 DIFC Opt-In: By agreeing to these Terms, both parties consent to the jurisdiction of the DIFC Courts in accordance with the DIFC Courts Law and DIFC Court Rules, regardless of the location of either party.

By using our website, submitting the Enquiry Form, or engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.

Last Updated: 10th October 2025

Opteira © 2025. All rights reserved.