Batchir
Batchir, registered with the Dutch Chamber of Commerce (KvK) under number 98058738, with its registered office at Hackfort 56, 7006JD Doetinchem, The Netherlands.
Client
Any legal entity or natural person acting in the course of business entering into an Agreement with Batchir.
Agreement
Any agreement between Batchir and the Client, including offers, orders, Master Service Agreements (MSA), Statements of Work (SOW), annexes, acceptance certificates and these Terms.
Services
All services provided by Batchir, including but not limited to automation development, integration services, workflow configuration, scripts, digital agents, dashboards, consulting and technical implementation.
Deliverables
All outputs produced by Batchir, including workflows, scripts, integrations, documentation, automation logic, configuration files and related materials.
Third-Party Tools
Any software platform, API, SaaS service, hosting environment or digital infrastructure not owned or operated by Batchir.
Business Day
Monday through Friday, excluding Dutch public holidays.
These Terms apply to all offers, agreements and services provided by Batchir.
Any general terms used by the Client are expressly rejected.
If inconsistencies exist between contractual documents, the following order of precedence applies:
Batchir provides these Terms together with its offers.
A proposal, quotation or order signed by the Client does not create any obligation for Batchir.
An Agreement only becomes legally binding when Batchir has signed or confirmed the order in writing.
Electronic signatures are legally binding.
Batchir acts exclusively as a technical implementation and integration provider.
Batchir designs, configures and deploys automation workflows and integrations using existing software platforms.
Batchir does not operate the Client’s business processes and does not supervise operational decisions made by the Client.
Services are performed on a best-efforts basis.
Batchir does not guarantee business results, operational outcomes or economic performance.
The scope of work is defined in the SOW.
Any request not explicitly included in the SOW shall be considered out-of-scope work.
Out-of-scope work requires a written Change Request.
Change Requests may affect pricing and timelines.
The Deliverables may include automated systems that perform actions without human intervention.
The Client acknowledges that automation systems may generate outputs, communications or operational actions automatically.
The Client remains fully responsible for:
Batchir does not assume responsibility for business decisions, communications or transactions executed through automation systems.
The Client must implement appropriate safeguards, including:
Many Deliverables rely on Third-Party Tools.
The Client remains responsible for:
Batchir is not responsible for:
Compatibility with future versions of Third-Party Tools is not guaranteed.
The Client shall provide all system access necessary to perform the Services.
The Client remains responsible for:
Upon completion, the Client must immediately rotate all credentials.
Batchir does not act as a data storage provider.
The Client remains responsible for:
Batchir does not guarantee retention of operational data generated by automation systems.
Batchir shall take reasonable technical measures to protect project information.
However, the Client remains responsible for the security of its own infrastructure.
Batchir does not provide continuous monitoring services unless agreed separately.
After development, Batchir may demonstrate the Deliverables to the Client.
The demonstration allows the Client to verify functionality according to the agreed specifications.
Delivery is completed in three steps:
If the Client does not report material defects within five Business Days, the Deliverables are deemed accepted.
Use of the Deliverables in production constitutes acceptance.
Unless a separate SLA is signed, Batchir does not guarantee:
All intellectual property rights remain the property of Batchir unless explicitly transferred in writing.
Upon full payment, the Client receives a non-exclusive licence for internal use.
The Client may not:
Invoices must be paid within 14 days.
In the event of late payment:
Batchir may suspend Services if payment obligations are not met.
Ownership of the Deliverables remains with Batchir until full payment has been received.
Batchir may assist in investigating incidents related to the Deliverables.
Batchir shall only be liable for incidents directly caused by demonstrable implementation errors.
Batchir is not responsible for incidents resulting from:
Batchir’s liability is limited to direct damages caused by implementation errors attributable to Batchir.
Batchir’s total liability shall not exceed €10,000 per Agreement per twelve-month period.
Indirect damages are excluded, including:
All liability limitations contained in these Terms apply simultaneously.
If one limitation is deemed invalid, the remaining limitations remain in force.
The Client shall indemnify Batchir against third-party claims arising from:
The Client shall not directly engage subcontractors or partners introduced by Batchir in order to bypass Batchir.
Violation results in liquidated damages of €20,000 per breach.
The Client shall not hire or solicit Batchir personnel involved in the project for twelve months after completion.
Liquidated damages: €15,000 per breach.
The Client warrants that the Deliverables will not be used in violation of export control or sanctions laws.
Batchir may suspend Services if such risks arise.
Neither party shall be liable for delays caused by events beyond reasonable control, including:
Any claim against Batchir must be submitted within twelve months after the event giving rise to the claim.
These Terms are governed exclusively by Dutch law.
The competent court in Amsterdam shall have jurisdiction.
In international disputes where jurisdiction cannot reasonably be determined, disputes may be resolved through arbitration in the Netherlands.
If any provision is invalid, the remaining provisions remain in force.
These Terms, together with the SOW, constitute the entire Agreement.