1. Definitions #

Batchir: the trade name of Batchir, KvK 98058738, registered office Hackfort 56, 7006JD Doetinchem.

Client: the legal entity acting in the course of business that enters into an Agreement with Batchir.

Agreement: the signed offer/Order/MSA, any Statement of Work (SOW), annexes (including the Acceptance & Release Pack), and these Terms.

Services: the services described in the Agreement/SOW (including automation, integrations, web components, dashboards, digital bots, consultancy).

Deliverables: the outputs listed in the SOW (e.g., workflows, scripts, logic, designs, documentation).

Third-Party Tools: software/platforms not operated by Batchir (e.g., SaaS, CRMs, APIs, form services, cloud hosting).

Business Day: Monday–Friday, Dutch public holidays excluded.

2. Applicability & Order of Precedence #

2.1 These Terms govern all Batchir offers/agreements. Client’s general terms are expressly rejected.

2.2 Order of precedence on conflict: (i) SOW, (ii) signed offer/Order/MSA, (iii) these Terms, (iv) other documents.

3. Provision & Acceptance of Terms (PDF) #

3.1 Batchir provides these Terms as a PDF attachment with the offer email and via a direct download link. Client confirms it received, read and could store/print the Terms before accepting.

3.2 An Agreement is concluded by dual signature (digital or wet ink), electronic acceptance, or written confirmation by Batchir. E-signatures are valid and binding.

3.3 No oral modifications. Changes/waivers are only valid in writing (email with explicit confirmation suffices).

4. Scope, Method & Changes #

4.1 The SOW defines scope, acceptance criteria and test cases. Work outside scope requires a written Change Request with impact on planning and price.

4.2 Services are delivered on a best-efforts basis; no result or uptime warranty unless expressly agreed.

4.3 Batchir builds with modular components and Third-Party Tools. Client inputs/choices materially affect outcomes and cost.

4.4 Duty to cooperate & mitigate. Client will provide timely inputs/access and take reasonable measures to mitigate losses.

5. Third-Party Tools & Costs (Important) #

5.1 Client maintains required accounts and pays all licence/usage fees directly; Batchir is not a reseller.

5.2 Batchir provides good-faith, indicative cost guidance; actual costs may vary due to Client-specific specs/complications.

5.3 No upgrades/new tools/plan changes/add-ons without prior Client approval (email sufficient). Related work may require a Change Request.

5.4 Batchir is not liable for outages, price/API changes, rate limits, security incidents or discontinued features of Third-Party Tools. Necessary adaptations are handled via Change Request.

5.5 Data loss or disruptions attributable (in whole or part) to Third-Party Tools are at Client’s risk, except in case of Batchir’s intent or gross negligence.

5.6 Client remains solely responsible for compliance with the Third-Party Tools’ terms (including data location, sub-processors, export/sanctions).

6. Onboarding, Accounts & Credentials (Client-owned) #

6.1 After dual signature, Batchir sends an Onboarding & Instruction Pack listing all required accounts to be created in Client’s own name/domain (preferably Client email addresses).

6.2 If needed to bootstrap work, Batchir may supply an initial Batchir-generated password for first access. Client must create dedicated, role-limited “Batchir” service accounts and must not share existing passwords.

6.3 Client authorises Batchir to use the dedicated service accounts only to perform the Agreement. Batchir stores credentials temporarily and, where feasible, encrypted, with access limited to need-to-know personnel.

6.4 Credential hygiene. Client will (i) create separate accounts for Batchir, (ii) avoid password reuse, (iii) maintain MFA/RBAC/backups, (iv) rotate credentials as advised. Deviations, delayed rotation, or over-privileged access are at Client’s risk.

6.5 Deletion & rotation. Upon full execution of the Acceptance & Release Pack (see §8) and any linked milestone payment, Batchir will delete any Batchir-generated passwords and confirm in writing. Client will rotate all such credentials immediately.

6.6 For full integration, Client may need to grant access to current systems (CRM, billing, email, payment providers). Client warrants it holds required rights/consents and indemnifies Batchir against third-party claims arising from access permissions granted by Client.

7. Security, Confidentiality & Data Protection #

7.1 Access/credentials are used only to perform the Agreement. Sensitive data is stored only as long as necessary and, where feasible, encrypted.

7.2 Each party must keep the other’s confidential information confidential; this duty continues 5 years after termination (trade secrets indefinitely).

7.3 GDPR. Client is controller; Batchir is processor where applicable. Parties will sign a DPA; where the DPA conflicts with these Terms, the DPA prevails.

7.4 Unless a monitoring/support plan is agreed, Batchir does not continuously monitor production. Client is responsible for production monitoring and operational controls.

7.5 Security incident suspension. In case of a suspected security incident, misuse of access or breach of access rules, Batchir may temporarily suspend work and/or access without liability for resulting delays.

8. Risk Briefing, Testing, Acceptance & Go-Live (Gated) #

8.1 Risk briefing (mandatory). Before (pilot/)delivery, Batchir provides a verbal briefing explaining operation, assumptions and material risks/usage limits.

8.2 Acceptance & Release Pack (combined annexes):

• Annex A – Risk Register (risks/limits/controls discussed),
• Annex B – UAT/Acceptance Certificate,
• Annex C – Go-Live & Handover Certificate.

8.3 UAT window. Batchir presents the Deliverable in a testable form. Client has 5 Business Days to report reproducible, material deviations in writing against the SOW acceptance criteria/test cases.

8.4 Deemed acceptance. If no timely, specified report is received, the Deliverable is deemed accepted (“silence = acceptance”). Use in production, a go-live request, or follow-on work orders also constitute acceptance.

8.5 Dual sign-off & gating. No production release, no handover of credentials/artefacts, and no transfer of control until: (i) Annex B (Acceptance) and Annex C (Go-Live & Handover) are signed, and (ii) any milestone payment linked to release is received.

8.6 Post-acceptance changes are handled via Change Request.

9. Regular Tests & Integration Access #

9.1 During build, Batchir performs regular tests (unit/integration as reasonably applicable). Frequency/environments/responsibilities may be set in the SOW.

9.2 Full integration may require sandbox and/or limited production access. Client provides timely access/test data and maintains controls (maker-checker, limits, duplicate/IBAN checks).

9.3 Delays or extra work due to missing access, late inputs, or Client environment constraints extend timelines and may be billed per SOW/Change Request.

10. Client Responsibilities #

10.1 Provide timely/accurate inputs, decisions, accounts, credentials and test data; maintain internal controls (maker-checker, limits, exception flows).

10.2 Validate outputs; maintain backups and RBAC/MFA/security on Client systems.

10.3 Batchir is not responsible for misfires due to incorrect/late input, Third-Party Tool changes, or misuse/alterations by Client staff/third parties.

11. Warranty & Support #

11.1 Batchir performs professionally and diligently (best-efforts).

11.2 After acceptance, a 5 Business Day bug-fix window applies for material defects attributable to Batchir.

11.3 Support outside scope is time & materials at Batchir’s then-current rates or under a separate support plan.

11.4 Minor imperfections not materially impairing agreed functionality do not entitle Client to suspend/withhold payment.

11.5 No implied warranties. To the extent permitted by law, all implied warranties (fitness, merchantability, non-infringement) are disclaimed.

12. Intellectual Property & Licence #

12.1 Pre-existing IP remains with the originating party.

12.2 Unless expressly transferred, IP in Deliverables (templates, logic, scripts, designs, documentation) remains with Batchir.

12.3 Upon full payment of the relevant milestone(s), Client receives a non-exclusive, non-transferable, worldwide, perpetual licence for internal business use.

12.4 No resale/sublicensing or third-party provision (except intra-group internal use if agreed in writing).

12.5 Batchir may reference Client’s name/logo as a customer reference, unless Client reasonably objects in writing.

13. Prices & Payment #

13.1 Prices exclude VAT and Third-Party Tool costs.

13.2 Unless the SOW states otherwise, Batchir invoices after signed Acceptance/Go-Live (per §8.5). Payment term: 14 calendar days.

13.3 After due date, statutory commercial interest (art. 6:119a BW) and extrajudicial collection costs (BIK) apply.

13.4 On non-payment, Batchir may suspend work/support/release (deadlines shift).

13.5 No set-off/suspension by Client, except for a counterclaim finally adjudicated or acknowledged by Batchir.

14. Complaints & Remedy #

14.1 Client must notify deviations/defects within 5 Business Days after (i) test delivery, or (ii) go-live, or (iii) when the issue reasonably should have been discovered (whichever is earliest).

14.2 Batchir remedies verified, material defects within a reasonable time. Other adjustments follow Change Request.

15. Liability (hard aggregate cap €10,000) #

15.1 Batchir is liable only for direct damages caused by a breach attributable to Batchir.

15.2 Cap & aggregation. To the extent permitted by law, Batchir’s total liability (per event and in the aggregate) is capped at €10,000. Multiple incidents/claims from the same or related root cause count as one event. “Per 12-month period” means the 12 months preceding the first written notice of the claim. The cap applies to all claims, including indemnities and penalties, except where not permitted by mandatory law.

15.3 Exclusions. Batchir is not liable for indirect/consequential damages (lost profit/revenue, reputational harm, contractual penalties from third parties, data loss, third-party claims) to the extent permitted by law.

15.4 Carve-out. The limitations do not apply to liability that cannot be limited under mandatory law (e.g., intent or wilful misconduct of Batchir’s senior management). For all other cases, including gross negligence, the limitations apply to the extent legally permissible.

15.5 Client indemnifies Batchir against third-party claims arising from Client’s use/misuse of the Deliverables or Third-Party Tools or from access permissions granted by Client.

16. Suspension & Termination #

16.1 Either party may terminate for a material breach not cured within 14 days of written notice.

16.2 Either party may terminate immediately upon bankruptcy, suspension of payments, liquidation or cessation of business of the other party.

16.3 Upon termination, Client pays for all Services performed and committed third-party costs up to the effective date.

16.4 Provisions that by nature survive (IP, confidentiality, liability, payments, governing law/forum, data protection) remain in force.

17. Force Majeure #

17.1 Neither party is liable for failures due to events beyond reasonable control (e.g., power/network outages, cyberattacks, pandemics, government measures, Third-Party Tool failures). Obligations are suspended; timelines extend accordingly.

18. Non-Solicitation (optional) #

For 12 months after the last delivery, Client will not solicit or hire Batchir personnel directly involved in the Services without Batchir’s prior written consent. Liquidated damages: €15,000 per breach (subject to judicial moderation where mandatory).

19. Notices #

19.1 Legal notices via email to the addresses stated in the SOW/Order (or later notified) are deemed received on the Business Day of sending (Amsterdam time), or the next Business Day if sent after 18:00.

19.2 Operational communication may occur via agreed project tools.

19.3 Counterparts. Documents may be signed in counterparts; together they form one instrument.

20. Assignment, Subcontracting & Compliance #

20.1 Client may not assign the Agreement without Batchir’s prior written consent (not unreasonably withheld).

20.2 Batchir may engage subcontractors and remains responsible for coordination/performance within scope.

20.3 Compliance. Client warrants its use complies with applicable sanctions/export and anti-bribery laws; Batchir may suspend performance if compliance is at risk.

21. Governing Law, Forum & Language #

21.1 Dutch law governs; the CISG is excluded.

21.2 Disputes are submitted exclusively to the competent court in Amsterdam.

21.3 If multiple language versions exist, the Dutch version prevails.

22. Changes to Terms #

Batchir may amend these Terms for future agreements only. Changes do not affect ongoing agreements unless agreed in writing. The current version and date are shown at the top.

23. Miscellaneous #

23.1 Entire Agreement. The SOW/Order plus these Terms (and the Acceptance & Release Pack) constitute the entire agreement and supersede prior communications on the same subject.

23.2 Severability (blue-pencil). If any provision is invalid or unenforceable, the remainder stays in force; the invalid part will be replaced with a valid provision closest to the original intent and economic effect.

23.3 No waiver. Failure to enforce a right is not a waiver.