# Mister Workflow Terms and Conditions

Version: 12 October 2026 — business services

## 1. Parties and applicability

1.1. These terms and conditions apply to offers, proposals and agreements for business services provided by GHMT Consultancy B.V., trading as Mister Workflow, located at Schuilenburgstraat 54, 8043 WR Zwolle, the Netherlands, registered with the Dutch Chamber of Commerce under number 62108557. These terms refer to this company as ‘Mister Workflow’.

1.2. The ‘client’ is an individual or legal entity acting in the course of a profession, business or organisation and entering into an agreement with Mister Workflow. These terms have not been drafted for consumers.

1.3. In writing also includes email, a digital proposal system such as Prospero or a message in ClickUp, provided the agreement and sender are sufficiently clear and the message can be retained.

1.4. Express written arrangements in an accepted proposal or engagement confirmation take precedence over these terms in the event of a conflict. A separate data processing agreement takes precedence to the extent it concerns the processing of personal data governed by that agreement.

1.5. The client's terms are not accepted unless Mister Workflow expressly confirms their applicability in writing. Where different sets of terms are referred to, applicability is assessed in accordance with the law.

1.6. If a provision proves invalid or unenforceable, the other provisions remain in effect. Where necessary, the parties agree on a valid replacement provision that reflects the original purpose as closely as possible.

## 2. Proposals and entering into the agreement

2.1. A proposal describes the services, agreed deliverables, price or pricing basis and any special arrangements. A proposal is valid for 30 days unless a different validity period is stated.

2.2. The agreement is formed when the client accepts the proposal in writing and Mister Workflow receives that acceptance. If acceptance differs from the proposal, the agreement is formed only after Mister Workflow has accepted the changes in writing.

2.3. Obvious errors or typographical mistakes in a proposal may be corrected where the client could reasonably have understood that an error was involved.

2.4. A proposal applies only to the engagement it describes. A follow-up engagement or additional services require a new or supplementary agreement.

2.5. The applicable version of these terms is made available before or when the agreement is entered into, in a way that allows the client to read and retain it.

## 3. Services and performance

3.1. Services may include advice, diagnosis and Deep Dives, workflow design, configuration and optimisation of ClickUp and other platforms, Make automations and integrations, training, documentation and ongoing support. The exact engagement is set out in the proposal or engagement confirmation.

3.2. Mister Workflow performs the engagement carefully and with the professional competence expected of a reasonably acting professional service provider.

3.3. Advice and guidance involve an obligation to use reasonable efforts unless a specific result has been expressly agreed. This does not affect the obligation to provide agreed deliverables. Business outcomes, such as revenue growth, time savings or adoption by all employees, are not guaranteed unless the parties make specific written arrangements.

3.4. Planning and delivery dates are determined by agreement. A date is a strict deadline only if expressly agreed in writing. If a delay is anticipated, Mister Workflow informs the client and the parties agree on an adjusted schedule where necessary.

3.5. Mister Workflow may engage a suitable fellow consultant or other third party. Mister Workflow remains responsible for performing its own engagement and arranges appropriate confidentiality provisions and, where necessary, personal data arrangements.

3.6. Ongoing support is not automatically an emergency service or a guarantee of a particular response time. Availability, response times, maintenance and the extent of support apply as separately agreed.

## 4. Cooperation and the client's responsibilities

4.1. The client provides the correct information, decisions and access needed for the engagement in a timely manner and appoints a contact person authorised to make arrangements.

4.2. The client ensures valid software subscriptions and the necessary rights to make data, systems and materials available to Mister Workflow.

4.3. The parties discuss any special requirements relating to security, availability, data storage and processing in advance. The client discloses known restrictions or risks relevant to the engagement.

4.4. Before changes to production environments, the parties make appropriate arrangements for testing, approval, backups and recovery options. The client remains responsible for managing its own systems, except for management tasks expressly assigned to Mister Workflow. This does not relieve Mister Workflow of its duty of care when carrying out its own work.

4.5. If necessary information, access or decisions are missing, planning and costs may change. Mister Workflow discusses the consequences with the client. Additional work is performed only in accordance with article 5.

## 5. Changes and additional work

5.1. Work outside the agreed scope is additional work. Mister Workflow discusses the consequences for price, scope and planning in advance.

5.2. Additional work is performed only after the client has approved the relevant work and its price or pricing basis in writing.

5.3. New requirements are distinguished from correcting a deviation from the original engagement attributable to Mister Workflow. No additional-work charges apply to that correction.

5.4. If the parties cannot agree on a change, the original engagement remains applicable to the extent it can be performed. Otherwise, the parties discuss how the engagement can be completed or ended.

## 6. Prices, invoicing and payment

6.1. Prices and rates exclude VAT unless otherwise stated. Travel expenses, licences and other additional costs are payable only to the extent agreed or approved in writing in advance.

6.2. For projects, the full agreed project price is invoiced when the engagement is confirmed. Work may start once the engagement has been accepted; advance payment is not a general condition for starting unless otherwise agreed in writing.

6.3. Ongoing services are invoiced in arrears. Subscriptions are invoiced monthly in advance. The invoicing frequency for ongoing services is stated in the engagement confirmation.

6.4. Invoices must be paid within 14 days of the invoice date unless the parties agree on a different period in writing.

6.5. The client raises any questions or objections about an invoice as soon as possible and explains them. The parties investigate the objection. The undisputed amount must be paid within the agreed period. The client's statutory rights continue to apply.

6.6. In the event of late payment, Mister Workflow may charge the applicable statutory commercial interest and reasonable collection costs within the limits of the law.

6.7. If payment remains outstanding, Mister Workflow may suspend work after warning the client in writing and allowing a reasonable opportunity to pay. In doing so, Mister Workflow considers the consequences for the client and the nature of the failure.

## 7. Cancelling and rescheduling paid sessions

7.1. A paid session, such as a Deep Dive, training session or consultation, may be cancelled or rescheduled free of charge up to 24 hours before the agreed start time. The period is calculated in ordinary hours, including weekends.

7.2. If a session is cancelled or rescheduled less than 24 hours before the start time, or the client does not attend without notice, the full agreed session fee is payable.

7.3. If the session is included in a project or subscription, the reserved session or number of hours reserved for it counts as used. A second fee is not additionally charged for the same session.

7.4. A request to cancel or reschedule must be made in writing. The time at which the message reaches Mister Workflow determines whether the deadline has been met.

7.5. Mister Workflow may agree in writing to depart from this arrangement in exceptional circumstances. If Mister Workflow must cancel a session, a new time is agreed without additional session charges. If a separately paid session is definitively not provided, the amount paid for it is refunded; for a package, the relevant hours are restored.

## 8. Ending a project early

8.1. If the client voluntarily cancels or terminates a project after confirming the engagement, the starting position is that the full agreed project price remains payable. This relates to the reserved capacity and the agreed engagement.

8.2. On request, Mister Workflow considers whether the reason for ending the engagement justifies a different settlement. Serious personal circumstances, work that has not yet started, preparation already performed, costs incurred and reserved capacity may be taken into account. A different settlement or partial refund is recorded in writing.

8.3. This article is not an unrestricted exclusion of statutory rights. To the extent required by applicable law or the principles of reasonableness and fairness, the settlement takes account of work performed, savings resulting from termination and other relevant circumstances.

8.4. Rescission because of a breach attributable to Mister Workflow differs from voluntary cancellation by the client. In that case, the statutory rules and article 15 apply; article 8.1 does not automatically determine the settlement.

8.5. A separate session fee is not charged twice where it is already included in the project price payable on termination.

## 9. Annual subscriptions and hours

9.1. A subscription includes a fixed number of hours as stated in the proposal or engagement confirmation. This also states which services are included and how the hours become available.

9.2. The subscription year is the calendar year, from 1 January to 31 December. If a subscription starts during the year, the first term, hours package and price are separately agreed in writing.

9.3. At the end of the calendar year, the subscription automatically renews for one calendar year unless the client gives written notice no later than 1 December. This is the agreed notice period of one month before renewal on 1 January. Mister Workflow must have received the notice by that date.

9.4. The subscription is invoiced monthly in advance. Monthly invoicing does not make the subscription terminable on a monthly basis.

9.5. The agreed subscription rate remains unchanged during the subscription year. A change takes effect only at the next annual renewal and is announced in writing at least two months before that renewal, meaning no later than 1 November for renewal on 1 January. If the announcement is not made in time, the existing rate continues for that renewal unless the parties agree otherwise in writing.

9.6. Unused hours from a calendar year may still be used up to and including 31 March of the following calendar year. They expire after that date. This extension also applies if the subscription has been terminated with timely notice and is not renewed.

9.7. The client schedules the use of hours with Mister Workflow and sufficiently before their expiry date. If agreed work cannot take place because of a circumstance attributable to Mister Workflow, the parties agree on an appropriate solution; reaching the expiry date alone does not automatically deprive the client of all rights.

9.8. Unused hours are not refunded or exchanged for money. This rule does not affect statutory rights in the event of a breach by Mister Workflow.

9.9. Additional work beyond the hours package is performed only after prior written approval, at the then-applicable hourly rate agreed at that time.

9.10. The session arrangement in article 7 also applies to sessions within the subscription. On request, the client receives an overview of hours used and remaining valid hours.

## 10. External software and integrations

10.1. The client takes out software subscriptions directly with suppliers, such as ClickUp and Make, and pays those suppliers itself. Their terms apply to their own software and services.

10.2. Mister Workflow is responsible for its own work and the agreed configuration. Availability, product functionality, licence prices and changes to external platforms are determined by those suppliers. Mister Workflow cannot independently guarantee them.

10.3. Adjustments required because of changes to external software, APIs or connections constitute additional work unless expressly included in maintenance or support. Article 5 continues to apply. Correcting Mister Workflow's own errors is not automatically included in this category.

10.4. A supplier outage does not automatically relieve Mister Workflow of all obligations. The parties discuss the consequences for the engagement and possible solutions.

## 11. Intellectual property and rights of use

11.1. The client retains the rights to its own data, documents and materials provided to Mister Workflow.

11.2. Mister Workflow retains the rights it holds in existing templates, methods, general knowledge, reusable components and its own materials. Intellectual property is transferred only if expressly agreed in writing.

11.3. The client receives a continuing, non-exclusive right to use and modify the delivered configuration, automations and documentation within its own organisation for the agreed business purposes.

11.4. The client may engage another consultant for management, maintenance and modifications for its own organisation. That consultant may use the materials for those purposes but does not receive an independent right to exploit Mister Workflow's templates or methods elsewhere.

11.5. Mister Workflow's templates, methods and reusable materials may not be separately resold, publicly distributed or offered to others without written permission. This does not restrict the agreed internal use of the deliverables.

11.6. External suppliers' rights and licence terms continue to apply to their software and materials.

11.7. Mister Workflow may reuse general knowledge and experience from an engagement without disclosing the client's confidential information or personal data.

## 12. Confidentiality, personal data and AI

12.1. The parties handle confidential information received during the collaboration carefully and use it only for the engagement unless otherwise agreed or disclosure is legally required.

12.2. They disclose confidential information only to people who need it for the engagement and put appropriate confidentiality arrangements in place. This obligation continues after the collaboration ends.

12.3. Each party is responsible for the privacy obligations associated with its role. If Mister Workflow processes personal data on the client's behalf and a data processing agreement is required, the parties enter into that agreement before the relevant processing. Applicable client instructions, access and engagement of third parties are addressed in that agreement or supplementary arrangements.

12.4. Mister Workflow's privacy policy describes processing for its own business operations. It does not replace a data processing agreement and does not itself constitute consent to recording, tracking or other use requiring consent.

12.5. AI may be used as assistance within the terms of the engagement. Mister Workflow reviews the outputs itself before using them as advice, proposals or reports. Use of identifiable client data in external AI services is aligned with the engagement, privacy roles and applicable arrangements.

12.6. Before a conversation is recorded or transcribed, participants are informed and the required consent or other appropriate legal basis is arranged. Where consent is used, a conversation without recording is possible.

## 13. Delivery, review and correction

13.1. Mister Workflow makes clear which components are delivered and when the client can review them.

13.2. The client has 14 days after delivery to check whether the deliverable meets the agreed engagement and reports deviations in writing with enough information to investigate them.

13.3. A deviation from the agreed engagement attributable to Mister Workflow is corrected within a reasonable period at no additional cost. Where necessary, the parties agree on a testing or correction time.

13.4. New requirements, additional features or changes outside the original arrangements are additional work under article 5.

13.5. An error discovered later is reported as soon as possible after discovery. Expiry of the initial review period does not automatically extinguish every right to correction or another statutory claim. The parties assess the error and their responsibilities under the agreement and the law.

13.6. A complaint does not automatically entitle the client to suspend all payment. Article 6.5 and applicable statutory rights continue to apply.

## 14. Liability

14.1. Mister Workflow is liable for damage attributable to it under the agreement and the law, subject to the limitations in this article to the extent they are legally valid.

14.2. For a project, total liability for damage relating to the relevant engagement is limited to one times the agreed invoice value of that engagement, excluding VAT.

14.3. For ongoing services and subscriptions, total liability for damage relating to the relevant services is limited to the fee payable for those services over the twelve months preceding the event causing the damage, excluding VAT. If the agreement has been in effect for less than twelve months, the period is calculated from its start date.

14.4. A series of related events causing damage counts as one event for applying the limit. The same damage is not compensated under multiple limits.

14.5. Liability is limited to direct damage, such as reasonable costs of correcting a defective performance attributable to Mister Workflow and reasonable costs of establishing, preventing or limiting direct damage. To the extent legally valid, indirect damage is excluded, including lost profits, missed savings and business interruption losses.

14.6. Incorrect or incomplete information from the client is considered when assessing causation and responsibility. This does not automatically exclude liability for Mister Workflow's own errors.

14.7. Limitations do not apply to damage caused by intent or deliberate recklessness of Mister Workflow or its management, or to the extent mandatory law does not permit a limitation.

14.8. An insurance payment may be used to compensate covered damage. The liability limit is not solely dependent on whether an insurer pays; the absence of a payment does not automatically reduce liability to zero.

14.9. The client reports damage as soon as possible and takes reasonable steps to limit further damage. Statutory rules on limitation periods and the duty to complain continue to apply.

## 15. Breaches, termination and force majeure

15.1. In the event of a remediable breach, the relevant party normally first receives written notice and a reasonable period to remedy it. If the breach remains unremedied and justifies termination, the other party may rescind the agreement in whole or in part in accordance with the law.

15.2. In the event of serious security risks, unlawful instructions or other circumstances requiring immediate action, appropriate temporary measures may be taken. The other party is informed as soon as possible.

15.3. Neither party must perform an obligation while a non-attributable circumstance actually prevents performance and constitutes force majeure under the law. The parties inform each other and try to limit the consequences. An ordinary supplier change or a party's own inadequate planning does not automatically constitute force majeure.

15.4. In the event of prolonged force majeure, the parties discuss adjustment or termination. Existing statutory rights continue to apply. Work already performed that has independent value may be settled, without automatically charging for all work not yet delivered.

15.5. On termination, the parties make reasonable arrangements for handover, data, work in progress and ending access. Additional handover work outside the engagement is discussed in advance and charged only after approval.

## 16. Law, disputes and changes

16.1. The agreement is governed by Dutch law.

16.2. The parties first try to resolve a dispute through discussion. If this is unsuccessful, the dispute is submitted to the competent court in the judicial district of Mister Workflow's registered location unless mandatory law provides otherwise.

16.3. The Dutch text prevails for interpretation. The English text is a translation with equivalent content. If interpretations differ, the Dutch text applies to the extent legally permitted.

16.4. A new version of these terms does not automatically apply to agreements already entered into. Applying it to an existing agreement requires a valid agreement or another legally valid basis.

16.5. These terms are available at misterworkflow.com/nl/algemene-voorwaarden and misterworkflow.com/en/terms-and-conditions. The parties can request the applicable version by emailing maarten@misterworkflow.com.