This document consists of two parts. Part A applies to everyone who visits our website. Part B applies to clients who purchase services from Patchly.
Part A — Website terms of use
A1. Who we are
This website is operated by Patchly VOF, established at Schoorsteen 10, 1431LV Aalsmeer, registered in the Dutch trade register under number 42054845, and reachable at info@patchly.nl and +31 85 115 0845.
A2. Acceptance
By visiting and using our website, you agree to these terms of use. If you do not agree, please do not use the website.
A3. Information on the website
We compile the information on this website with care. However, we cannot guarantee that it is always complete, accurate and up to date. No rights may be derived from the website’s content. Price indications, examples, case studies and descriptions of functionality are non-binding and do not constitute an offer within the meaning of Article 6:217 of the Dutch Civil Code. We may change or remove website content at any time.
A4. No advisory relationship
The information on this website is general in nature and is not technical, legal, tax or other professional advice tailored to your situation. Contact us before making decisions based on this information.
A5. Intellectual property
All rights to the website and its content, including text, images, design, logos, trademarks, software and source code, belong to Patchly or its licensors. You may consult the content and print or save it for your own non-commercial use. Reproduction, publication, modification or reuse for other purposes is only permitted with our prior written consent. The Patchly name and logo may not be used without permission.
A6. Permitted use
You must not use the website in a way that:
- violates the law or the rights of others;
- affects the availability, security or integrity of the website, for example by automated large-scale page requests, bypassing security measures or conducting tests without permission;
- aims to collect data for unsolicited communications or to train models without our permission;
- uses the contact form for spam or other unsolicited messages.
We may block access to the website in the event of actual or suspected misuse.
A7. Third-party links
Our website may contain links to third-party websites. We have no control over those websites and are not responsible for their content or operation.
A8. Availability
We endeavour to keep the website available but do not guarantee uninterrupted availability. We may temporarily take the website offline for maintenance, modifications or improvements.
A9. Liability
Except in the event of intent or conscious recklessness on our part, Patchly is not liable for damage arising from the use of or reliance on this website, or its temporary unavailability.
A10. Privacy
Our privacy policy, available at www.patchly.nl, applies to the processing of personal data through this website.
A11. Applicable law
These terms of use are governed by Dutch law. Disputes will be submitted to the competent court, unless mandatory law designates another court.
Part B — General terms and conditions of service
Article 1. Definitions
1.1Patchly: Patchly VOF, established at Schoorsteen 10, 1431LV Aalsmeer, Dutch Chamber of Commerce number 42054845.
1.2Client: the legal entity or natural person acting in the course of a profession or business with whom Patchly enters into or negotiates an agreement.
1.3Parties: Patchly and the Client jointly.
1.4Agreement: any agreement between the Parties on the provision of Services, including quotations, order confirmations, appendices and these terms and conditions.
1.5Services: all work and supplies provided by Patchly, including custom software development, provision and management of the Platform, AI automation, integrations, consultancy, hosting and support.
1.6Platform: the multi-tenant software platform developed and managed by Patchly and made available as a service, whether or not under the Client’s brand (white label).
1.7Patchly Components: all generic building blocks, frameworks, libraries, models, prompts, configurations, scripts and know-how developed or used by Patchly that were not developed specifically for the Client, including subsequent developments of them.
1.8Custom Work: components that Patchly develops specifically and exclusively for the Client under the Agreement.
1.9Materials: all data, text, images, files, accounts, login credentials and other items that the Client provides to Patchly.
1.10In Writing: on paper, by email or through a project system used by the Parties.
Article 2. Applicability
2.1These terms and conditions apply to all quotations, offers, agreements and supplies by Patchly.
2.2The applicability of the Client’s purchasing or other terms and conditions is expressly rejected.
2.3Deviations apply only if agreed In Writing and only to the agreement for which they were made.
2.4If a provision is void or voidable, the other provisions remain in force, and the Parties will replace the relevant provision with a valid provision that comes as close as possible to its intended effect.
2.5In the event of a conflict, the following order of precedence applies: (1) the written order confirmation, (2) the data processing agreement, (3) any service level arrangements, (4) the quotation, (5) these terms and conditions.
Article 3. Quotations and formation
3.1Quotations are non-binding and valid for 30 days unless stated otherwise.
3.2All amounts, lead times and estimates stated in a quotation are indicative and based on the information supplied by the Client.
3.3The Agreement is formed when the Client accepts the quotation In Writing or when Patchly starts performance with the Client’s consent.
3.4Obvious mistakes and clerical errors do not bind Patchly.
Article 4. Performance of the services
4.1Patchly performs the Services to the best of its knowledge and ability and with the care of a reasonably acting and reasonably competent professional. All Patchly obligations are obligations to use reasonable endeavours, unless and insofar as a result has been expressly promised In Writing.
4.2Patchly determines the method of performance and may engage third parties. Articles 7:404 and 7:407(2) of the Dutch Civil Code are excluded.
4.3Stated timelines are indicative and not strict deadlines unless expressly agreed otherwise In Writing. Exceeding them does not entitle the Client to compensation or termination, unless the Client has given Patchly written notice of default and a reasonable period to perform.
4.4If Patchly works in phases, it may suspend the next phase until the Client has approved the results of the preceding phase.
Article 5. Cooperation by the client
5.1The Client provides all information, Materials, access and decisions that Patchly needs in a timely manner and appoints a contact person authorised to make decisions.
5.2The Client warrants the accuracy, completeness and lawfulness of the Materials it supplies and its authority to provide them to Patchly.
5.3The Client is responsible for the third-party systems, licences, accounts and services required on its side, and for their costs.
5.4If delays or additional work arise because the Client fails to meet its obligations under this article, the consequences and resulting costs are borne by the Client, and agreed timelines are extended.
Article 6. Changes and additional work
6.1If the Client wishes to change or expand the agreed Services, Patchly informs it of the consequences for price, planning and dependencies.
6.2Additional work is only carried out after written confirmation of approval, unless it concerns work of limited scope that can reasonably be considered part of the assignment.
6.3Additional work is charged on a time-and-materials basis at the applicable hourly rate, unless otherwise agreed.
6.4Patchly is not obliged to accept a change request and may refuse it if it has unacceptable quality, technical or scheduling consequences.
Article 7. Delivery and acceptance
7.1Patchly delivers Custom Work in an environment designated by the Parties.
7.2The Client tests the delivered work within 10 business days of delivery and reports defects In Writing with supporting details.
7.3If no report is made within that period, or the Client puts the delivered work into production, it is deemed accepted.
7.4Minor defects that do not prevent the intended use are not grounds for refusing acceptance. Patchly remedies those defects within a reasonable period.
7.5Remedying defects caused by incorrect or incomplete information from the Client, or by changes made by the Client or third parties on its behalf, is charged as additional work.
Article 8. Use of the platform
8.1For the duration of the Agreement and in return for payment of the agreed fees, Patchly grants the Client a non-exclusive, non-transferable and non-sublicensable right to use the Platform for its own business operations.
8.2The Client does not grant access to third parties unless this follows from the nature of the Service or has been agreed In Writing. The Client remains responsible for use by persons to whom it grants access.
8.3The Client is responsible for managing accounts and login credentials and immediately reports suspected misuse to Patchly.
8.4Reverse engineering, copying, renting out, reselling or using the Platform to develop a competing product is not permitted, subject to mandatory statutory exceptions.
8.5Patchly may further develop and modify the Platform. Where reasonably possible, Patchly gives advance notice of changes that materially restrict functionality.
8.6Patchly endeavours to maintain good availability but gives no availability guarantee unless the Parties have agreed a service level In Writing. Where possible, Patchly announces scheduled maintenance in advance and performs it outside business hours as far as possible.
8.7Patchly may suspend access to the Platform in the event of misuse, a security risk, a legal obligation to do so or overdue payment as referred to in Article 11.
Article 9. AI services
9.1Services may use AI models, including third-party models. On request, Patchly informs the Client which models and providers are used.
9.2AI system outputs are probabilistic and may be incorrect, incomplete or unexpected. Patchly does not guarantee that output is accurate, complete or suitable for a particular purpose.
9.3The Client is responsible for using output within its organisation and for implementing appropriate review procedures. The Client must not use AI output without human review for decisions with legal effects or other significant effects on individuals.
9.4The Client must not use the Services for applications prohibited under the EU AI Act (Regulation (EU) 2024/1689) and must inform Patchly if an intended application qualifies as high-risk, so the Parties can determine which obligations apply to each of them.
9.5The Parties cooperate to comply with the transparency obligations under Article 50 of the EU AI Act, including making clear that a user is communicating with an AI system and labelling AI-generated content.
9.6Patchly does not use the Client’s data to train its own or external models unless otherwise agreed In Writing. Patchly may use aggregated and anonymised usage statistics to improve its Services, provided they cannot be traced back to the Client or individuals.
9.7Usage costs for AI models and other third-party services are passed on in accordance with the Agreement. If a provider changes its rates or terms, Patchly may adjust the charges accordingly after notifying the Client.
Article 10. Intellectual property
10.1All intellectual property rights to the Platform and Patchly Components belong exclusively to Patchly or its licensors. Nothing in the Agreement transfers those rights.
10.2After full payment of all relevant fees, the Client obtains a perpetual, non-exclusive and non-transferable right to use Custom Work for its own business operations. Rights to Custom Work are transferred only where expressly agreed In Writing and for a separately agreed fee.
10.3Even if Custom Work is transferred, Patchly Components remain Patchly’s property, and Patchly retains the right to reuse them freely for other clients.
10.4Patchly retains the right to use general knowledge, experience, methods and techniques acquired during performance for other purposes.
10.5The Client retains all rights to its Materials and the data processed in the Platform, and grants Patchly a right to use those Materials insofar as necessary to perform the Agreement.
10.6The Client indemnifies Patchly against third-party claims relating to Materials supplied by the Client.
10.7Patchly may use the Client’s name and logo as a reference unless the Client objects In Writing.
Article 11. Prices and payment
11.1All amounts are in euros and exclude VAT and third-party costs unless stated otherwise.
11.2Subscription and management fees are invoiced in advance, project work at agreed milestones or after delivery, and time-and-materials work monthly in arrears.
11.3The payment term is 14 days from the invoice date. Payment must be made without discount, suspension or set-off.
11.4The Client must raise objections to an invoice within 7 days of the invoice date. The undisputed portion remains payable.
11.5If payment is late, the Client is automatically in default and owes statutory commercial interest (Article 6:119a of the Dutch Civil Code), as well as extrajudicial collection costs of at least EUR 150.
11.6In the event of default, Patchly may suspend its Services, including access to the Platform, after a written demand and a reasonable period for payment. Patchly is not liable for resulting damage.
Article 12. Duration and termination
12.1Ongoing Services are entered into for the agreed term and are then automatically renewed for the same term, subject to one month’s notice before the end of the current term, unless otherwise agreed.
12.2Notice of termination must be given In Writing.
12.3Either party may terminate the Agreement with immediate effect if the other party is declared bankrupt, applies for a suspension of payments, ceases its business or is placed under administration.
12.4If the Client terminates early without an attributable breach by Patchly, payment remains due for work performed up to that point and the remaining instalments of the current contract year.
12.5Provisions intended by their nature to survive termination, including those on intellectual property, confidentiality, liability and applicable law, remain in force.
Article 13. Exit and data
13.1On termination, Patchly makes the Client’s data available on request in a commonly used, structured file format.
13.2The Client must make this request no later than 30 days after the end date. Patchly may then delete the data, subject to statutory retention obligations and the data processing agreement.
13.3Patchly performs additional migration or export activities as additional work.
13.4Patchly may suspend performance of this article while the Client has outstanding unpaid invoices.
Article 14. Confidentiality
14.1The Parties keep all confidential information received from each other confidential and use it solely to perform the Agreement.
14.2This obligation does not apply to information that is public without breach of this provision, was already lawfully known or must be disclosed under a legal obligation or court order.
14.3The Parties impose this obligation on their employees and any third parties they engage.
14.4This obligation remains in force after the Agreement ends.
Article 15. Privacy and security
15.1Where Patchly processes personal data on behalf of the Client in performing the Agreement, Patchly acts as processor and the Client as controller within the meaning of the GDPR.
15.2The Parties enter into a data processing agreement, which forms an integral part of the Agreement. In the event of conflict, the data processing agreement takes precedence over these terms.
15.3The Client warrants that it has a valid legal basis for processing carried out through the Services, properly informs data subjects and complies with its other obligations as controller.
15.4Patchly takes appropriate technical and organisational measures as referred to in Article 32 GDPR. Patchly may engage subprocessors and informs the Client of intended changes, to which the Client may object on reasonable grounds.
15.5The privacy policy at www.patchly.nl applies to Patchly’s own processing activities.
Article 16. Warranties and complaints
16.1Patchly does not guarantee that the Services will operate uninterrupted, without errors or free from vulnerabilities, nor that they are suitable for a specific purpose not agreed In Writing.
16.2The Client reports defects within 14 days of discovery and, in any event, within 14 days after it should reasonably have discovered them.
16.3Patchly remedies defects attributable to it within a reasonable period, free of charge. This obligation does not apply to defects resulting from improper use, changes made by the Client or third parties, or failures in third-party systems.
Article 17. Liability
17.1Patchly is only liable for direct damage resulting from an attributable failure to perform the Agreement.
17.2Direct damage means only: reasonable costs of establishing the cause and extent of the damage, reasonable costs of preventing or limiting the damage, and reasonable costs of bringing performance into conformity with the Agreement.
17.3Patchly is not liable for indirect damage, including consequential loss, lost profits, missed savings, reputational damage, loss or corruption of data, and business interruption losses.
17.4Patchly’s total liability per event or related series of events is limited to the amount paid by the Client to Patchly under the Agreement in the twelve months preceding the event causing the damage, excluding VAT, with a maximum of EUR 25,000 per calendar year.
17.5If the damage is covered by Patchly’s liability insurance, liability is limited to the amount paid out by the insurer in that case, plus the deductible.
17.6Liability only arises if the Client promptly gives Patchly proper written notice of default and a reasonable period to remedy the failure, and Patchly remains in attributable breach after that period.
17.7Any claim expires twelve months after the Client became aware, or could reasonably have become aware, of the damage.
17.8The limitations in this article do not apply in the event of intent or conscious recklessness by Patchly or its management.
17.9The Client indemnifies Patchly against third-party claims relating to its use of the Services, Materials supplied by it or the use of AI output in breach of Article 9.
Article 18. Force majeure
18.1Patchly is not required to perform if prevented by force majeure, including in any event: faults or outages at hosting, network, energy, AI or other suppliers, cyberattacks and DDoS attacks, third-party data breaches, government measures, epidemics, strikes and staff unavailability due to illness.
18.2If the force majeure situation lasts longer than 60 days, either party may terminate the Agreement In Writing without an obligation to pay compensation. Services already provided will be settled proportionately.
Article 19. Recruitment of personnel
19.1During the Agreement and for twelve months afterwards, the Client must not employ Patchly’s employees or engaged freelancers, or otherwise have them work for the Client, without Patchly’s prior written consent.
Article 20. Changes to the terms
20.1Patchly may amend these terms. Amendments will be announced In Writing at least 30 days before they take effect.
20.2If Patchly amends a non-minor provision to the Client’s disadvantage, the Client may terminate the Agreement effective on the date the amendment takes effect.
20.3Amendments required by law or regulation apply without a right of termination.
Article 21. Transfer
21.1The Client must not transfer its rights and obligations under the Agreement to a third party without Patchly’s prior written consent.
21.2Patchly may transfer its rights and obligations in connection with a business acquisition or reorganisation and will inform the Client.
Article 22. Applicable law and disputes
22.1The Agreement and these terms are governed exclusively by Dutch law. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
22.2The Parties first try to resolve disputes through mutual consultation.
22.3If that is unsuccessful, the dispute will be submitted to the competent court, unless mandatory law designates another court.
Contact
Patchly VOF Schoorsteen 10, 1431LV Aalsmeer Dutch Chamber of Commerce: 42054845 Email: info@patchly.nl Telephone: +31 85 115 0845 www.patchly.nl