Matthew Andrew Terblanche, trading as OptiGPU ("OptiGPU") Torenallee 101, 5617 BR Eindhoven, Netherlands KVK 42060575 · VAT NL005463593B43 Version 2026-07-25-v1
1. Eligibility and Scope
1.1 OptiGPU is a business-to-business software-as-a-service ("Service"). The Service is offered exclusively to legal entities, or natural persons acting in the course of their trade, business, craft, or profession ("Customer"). The Service is not offered to consumers, and OptiGPU does not enter into agreements with consumers.
1.2 By creating an account or completing checkout, Customer represents and warrants that (a) Customer is a legal entity duly incorporated, or a natural person of legal age acting in the course of trade or profession; (b) the individual accepting these Terms is duly authorised to bind Customer; (c) the subscription is procured for business purposes and not for personal, family, or household use; and (d) Customer is not located in, established in, ordinarily resident in, or controlled by a person in, any country or region subject to comprehensive sanctions administered by applicable governmental authorities, including the U.S. Office of Foreign Assets Control (OFAC), the European Union, or the United Nations Security Council.
1.3 OptiGPU may suspend, terminate, refuse, or refund any sign-up where these representations are or become untrue, or where Customer fails screening under applicable sanctions and export-control law.
2. The Service
2.1 OptiGPU provides analytics on Customer's cloud and GPU spend, including cost analysis, billing optimisation, reporting, savings workflows, and evidence exports.
2.2 OptiGPU may update the Service, including adding, modifying, or removing features. Material adverse changes will be notified to Customer with reasonable advance notice.
3. Subscription, Renewal, Cancellation
3.1 Subscriptions renew automatically at the end of each Subscription Term (monthly or annual, as selected) at the then-current list price for the renewed Term, unless cancelled before the renewal date.
3.2 Customer may cancel at any time through (a) the in-product billing portal accessible from Customer's account, or (b) the cancellation page at https://optigpu.ai/cancel-subscription.
3.3 Cancellation takes effect at the end of the then-current paid period; access to the Service continues until that date.
3.4 No partial refunds are issued for unused time within a paid period, except where required by mandatory law (including any mandatory consumer-withdrawal right that may apply by virtue of Section 1's mandatory-law carveout in Section 14).
3.5 For annual subscriptions, OptiGPU will send a renewal-reminder email at least 30 days before the renewal date for Customer's first annual renewal and at least 30 days before any subsequent annual renewal where the renewing price differs from the previous Term.
3.6 Deleting an individual user account does not by itself cancel a workspace subscription. If the deleting user is the only owner of a workspace with an active subscription, Customer must first cancel the subscription, transfer ownership to another authorised user, or contact support for a manual cancellation and deletion review.
4. Fees and Payment
4.1 Fees are payable in advance for each Subscription Term in the currency shown at checkout. Prices are exclusive of VAT, GST, or equivalent indirect tax unless stated.
4.2 For Customers with a valid EU VAT identification number, VAT will be reverse-charged in accordance with Article 196 of Directive 2006/112/EC.
4.3 If a scheduled payment fails, OptiGPU will notify Customer by email and retry the payment over a 14-day grace period. If payment is not received by the end of the grace period, OptiGPU may suspend access. Customer remains responsible for amounts owed. Continued non-payment for more than 30 days from the original due date may result in termination and deletion of Customer Data after a 30-day post-termination grace window.
5. Customer Data
5.1 "Customer Data" means data uploaded to or generated through the Service by or on behalf of Customer, including cloud-billing data.
5.2 Customer retains all right, title, and interest in Customer Data. OptiGPU processes Customer Data only as a processor on Customer's documented instructions, as set out in the Data Processing Addendum (https://optigpu.ai/dpa), which is incorporated into these Terms.
5.3 Customer is responsible for the lawfulness of Customer Data, including obtaining all consents and providing all notices required by applicable law.
5.4 A Customer workspace is excluded from OptiGPU's public savings aggregate unless (a) Customer has accepted a version of these Terms that includes this Section or entered into a negotiated addendum; and (b) OptiGPU has recorded that contract coverage for the workspace following an authorised internal review. Existing customers are not included automatically.
5.5 While that coverage remains active, Customer gives OptiGPU a standing instruction and authorisation to include savings that OptiGPU verifies against completed Customer cloud-billing periods in an internal aggregate without a separate approval for each saving. Exact amounts are retained internally in integer cents. The public figure is rounded down to the preceding USD 10,000 milestone, recalculated no more than once per UTC day, and published only when at least three distinct eligible Customer workspaces have contributed since the preceding public update.
5.6 OptiGPU will not publish Customer's name, workspace identifier, users, cloud-billing records, supporting analysis, or individual contribution. Publication may be delayed or suppressed when the multi-customer threshold is not met. Customer acknowledges that aggregation reduces but may not eliminate every possibility of inference. OptiGPU therefore describes the figure as aggregated and does not represent it as anonymous.
5.7 Customer may revoke the standing authorisation by notifying OptiGPU through the support or legal contact stated in these Terms. Either party may correct an evidenced amount. OptiGPU will preserve prior realization history, append a correction or reversal, and reflect the resulting eligible aggregate in the next scheduled public calculation. Historical evidence remains subject to the retention terms that otherwise apply.
5.8 The public aggregate is limited to realized savings verified against completed Customer cloud-billing periods. Estimates, projections, annualized opportunities, current run rates, demo data, sample data, internal data, staging data, test data, unclassified data, and data without recorded contract coverage are excluded.
6. Acceptable Use
Customer shall not, and shall not permit any user to: (a) use the Service in violation of applicable law, including sanctions, export-control, anti-bribery, or data-protection law; (b) upload to the Service any personal data of children under 16, or any special-category data (Article 9 GDPR) or US-defined sensitive personal information, without OptiGPU's prior written approval and supplemental terms; (c) use the Service to develop or improve a competing product; (d) attempt to reverse engineer, decompile, or extract source code; (e) circumvent any technical access controls or usage limits; (f) use the Service in a way that imposes an unreasonable load on infrastructure or interferes with other customers.
7. Intellectual Property
OptiGPU owns all right, title, and interest in the Service. These Terms grant Customer a non-exclusive, non-transferable, non-sublicensable right to use the Service during the Subscription Term solely for Customer's internal business purposes.
8. Confidentiality
Each party shall protect the other's Confidential Information with the same care it uses to protect its own, and no less than a reasonable standard of care, and shall use Confidential Information only for purposes of these Terms. Sections 5.4 through 5.8 authorise only the aggregated public milestone described there and do not authorise disclosure of Customer identity, source records, evidence, individual contributions, or other Confidential Information.
9. Warranties and Disclaimers
9.1 OptiGPU warrants that it will provide the Service with reasonable skill and care and substantially in accordance with the documentation.
9.2 EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS, OPTIGPU DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
10. Limitation of Liability
10.1 Subject to Section 10.2, each party's aggregate liability under or in connection with these Terms in any 12-month period shall not exceed the fees paid by Customer to OptiGPU in the 12 months preceding the first event giving rise to the claim. Neither party is liable for indirect, consequential, or special damages, including loss of profits, loss of revenue, loss of data (other than OptiGPU's obligation to maintain backups as set out in the DPA), loss of goodwill, or business interruption.
10.2 Nothing in these Terms limits or excludes liability for gross negligence, wilful misconduct, fraud, death or personal injury caused by negligence, or any other liability that cannot be excluded under mandatory law.
11. Sanctions and Export Controls
Customer represents and warrants that neither it nor any of its officers, directors, owners, or affiliates is a Restricted Party or located in, organised under the laws of, or ordinarily resident in any Restricted Jurisdiction. "Restricted Party" means any person identified on the U.S. OFAC SDN List, the EU Consolidated Financial Sanctions List, the UK OFSI Consolidated List, or the UN Security Council Consolidated List. "Restricted Jurisdiction" means Cuba, Iran, North Korea, Syria, the Crimea, Donetsk, Luhansk, Kherson, and Zaporizhzhia regions of Ukraine, the Russian Federation, and the Republic of Belarus. OptiGPU may suspend or terminate the Service immediately and without liability if Customer breaches this Section.
12. Termination
Either party may terminate for material breach not cured within 30 days of written notice. OptiGPU may suspend or terminate immediately for non-payment, breach of Section 6 (Acceptable Use), or breach of Section 11 (Sanctions).
13. Suspension
OptiGPU may suspend the Service if (a) required by law; (b) necessary to protect the Service, other customers, or third parties; (c) due to non-payment after the grace period in Section 4.3; or (d) due to breach of Section 6 or Section 11.
14. Governing Law and Jurisdiction
These Terms are governed by the laws of the Netherlands, excluding its conflict-of-laws rules and the UN Convention on Contracts for the International Sale of Goods. The District Court of Amsterdam (Rechtbank Amsterdam) has exclusive jurisdiction. Nothing in this clause deprives a Customer who, notwithstanding Section 1, is treated by a competent regulator or court as a consumer under mandatory law, of the protections of the mandatory law of the country in which that consumer is habitually resident, including the right to bring proceedings in the courts of that country.
15. Changes to These Terms
OptiGPU may update these Terms. Material changes will be notified to Customer at least 30 days before they take effect. Continued use of the Service after the effective date constitutes acceptance.
16. Contact
Legal: [email protected] Support: [email protected]