Terms & Conditions
E-mail: [email protected]
Website: www.baydardigital.com
Chamber of Commerce (KvK): 93519702
Established in: The Hague, the Netherlands
Version: 2.0
Effective date: September 2026
For the purposes of these General Terms and Conditions:
1.1 Baydar Digital:
Baydar Digital, a trade name operated under Chamber of Commerce number 93519702, established in The Hague, the Netherlands.
1.2 Customer:
Any natural person or legal entity that enters into, intends to enter into, or has entered into an Agreement with Baydar Digital.
1.3 Business Customer:
A Customer acting in the course of a profession, trade, or business.
1.4 Consumer:
A natural person acting for purposes outside their trade, business, craft, or profession.
1.5 Parties:
Baydar Digital and the Customer collectively.
1.6 Agreement:
Any agreement between Baydar Digital and the Customer, including quotations, accepted proposals, service agreements, subscriptions, orders, statements of work, and related documents.
1.7 Services:
All services supplied by Baydar Digital, including AI Agents, voice assistants, chatbots, automation, integrations, websites, webshops, digital products, consultancy, development, implementation, support, and related services.
1.8 AI Agent:
An artificial-intelligence-based system capable of communicating with users, generating responses, carrying out automated tasks, processing information, or interacting with connected systems.
1.9 Third-Party Service:
Any software, platform, API, telecommunications provider, AI provider, hosting provider, scheduling platform, CRM system, payment provider, or other third-party technology used in connection with the Services.
1.10 Customer Data:
All information, documents, content, personal data, business information, credentials, knowledge-base information, and other data supplied by or on behalf of the Customer.
1.11 Deliverable:
Any website, configuration, workflow, AI Agent, automation, digital product, design, code, documentation, or other output delivered under an Agreement.
2.1 These General Terms and Conditions apply to all quotations, proposals, orders, Agreements, subscriptions, activities, Services, and Deliverables supplied by Baydar Digital.
2.2 Deviations from these Terms are valid only if expressly agreed in writing.
2.3 The applicability of general terms and conditions of the Customer or third parties is expressly rejected unless Baydar Digital accepts them in writing.
2.4 Where a separate Service Agreement, quotation, Statement of Work, Data Processing Agreement, or other written agreement applies, that document forms part of the Agreement.
2.5 In the event of a conflict, the following order of precedence applies:
2.6 Mandatory provisions of applicable law shall always prevail.
3.1 Quotations and proposals issued by Baydar Digital are non-binding unless expressly stated otherwise.
3.2 Unless stated otherwise, quotations are valid for 30 days.
3.3 An Agreement is concluded when:
3.4 Changes to the scope of Services may result in additional fees, changes to delivery dates, or both.
3.5 Baydar Digital may reject an order or proposed project where it reasonably considers that the requested use:
4.1 Baydar Digital may provide Services including:
4.2 The exact Services are determined by the applicable quotation, proposal, order, or Service Agreement.
4.3 Unless expressly agreed otherwise, Services are provided on a reasonable-efforts basis and not as a guarantee of any specific commercial result.
Artificial intelligence systems are probabilistic technologies.
The Customer acknowledges that AI-generated responses may occasionally:
Baydar Digital shall use reasonable professional care when designing, configuring, testing, and maintaining AI Agents but does not guarantee that AI output will be error-free in every circumstance.
Unless expressly agreed in writing, Baydar Digital does not guarantee:
Where required by applicable law, persons interacting with an AI system shall be informed that they are interacting with an AI system.
Baydar Digital may assist with configuring appropriate AI disclosures.
The Customer remains responsible for ensuring that the way in which the AI Agent is deployed in its business complies with applicable transparency and information obligations.
The Customer remains responsible for appropriate human oversight of the AI Agent.
AI Agents should not be used as the sole basis for decisions producing legal or similarly significant effects for individuals unless specifically designed, assessed, and contractually agreed for such use.
Unless expressly agreed in writing, Baydar Digital Services are not designed to replace qualified professionals in areas including:
6.1 The Customer shall provide Baydar Digital with accurate, complete, current, and relevant information required to perform the Services.
6.2 This may include:
6.3 The Customer is responsible for the correctness and legality of Customer Data.
6.4 Baydar Digital is not responsible for incorrect AI Agent behaviour caused by inaccurate, incomplete, outdated, or contradictory information supplied by the Customer.
6.5 The Customer shall notify Baydar Digital promptly of material changes to information used by an AI Agent.
6.6 The Customer shall cooperate reasonably with implementation, testing, and troubleshooting.
6.7 Delays caused by failure of the Customer to supply required information, access, approvals, or feedback may result in revised delivery dates and additional charges where appropriate.
7.1 The Customer shall use the Services lawfully.
7.2 The Customer shall not knowingly use the Services to:
7.3 Baydar Digital may suspend Services where it reasonably believes continued operation creates a material legal, security, or abuse risk.
8.1 Baydar Digital may use or integrate Third-Party Services to provide the Services.
These may include, depending on the Customer's configuration:
8.2 Not every listed provider is used for every Customer.
8.3 The availability, functionality, pricing, APIs, terms, limits, and technical specifications of Third-Party Services are controlled by those third parties.
8.4 Baydar Digital cannot guarantee uninterrupted availability of Third-Party Services.
8.5 Temporary disruption may occur due to:
8.6 Baydar Digital shall use commercially reasonable efforts to resolve or work around material third-party integration problems within its control.
8.7 Baydar Digital remains responsible for exercising reasonable professional care when selecting and configuring Third-Party Services used as part of the contracted Services.
9.1 Baydar Digital may use Retell AI or similar technology to provide AI voice services.
9.2 Depending on the configuration, an AI voice service may process:
9.3 The processing of personal data through such services is governed by the applicable Data Processing Agreement.
9.4 Call recording shall not be regarded as automatically required merely because the technology supports it.
9.5 Where call recording is enabled, the Customer is responsible for determining that an appropriate purpose and lawful basis exists and for ensuring that callers receive information required by law.
9.6 Baydar Digital may assist the Customer with technical configuration of recording, retention, redaction, or deletion settings where supported by the platform.
10.1 Baydar Digital shall implement the Services in accordance with the agreed scope.
10.2 Before production launch, the Customer may be requested to test the relevant Deliverable or AI Agent.
10.3 The Customer shall report material errors identified during testing within a reasonable period.
10.4 Baydar Digital shall use reasonable efforts to correct errors that cause the Deliverable materially to deviate from the agreed specification.
10.5 Changes requested after approval that fall outside the original scope may be treated as additional work.
11.1 Any work outside the agreed scope may be charged separately.
11.2 Baydar Digital shall inform the Customer where a requested change is reasonably expected to result in material additional costs.
11.3 Additional work may include:
12.1 All prices are stated in euros unless expressly agreed otherwise.
12.2 For Business Customers, prices are exclusive of VAT unless expressly stated otherwise.
12.3 For Consumers, prices shall be displayed inclusive of VAT where required by law.
12.4 Additional third-party charges may apply where indicated in the Agreement.
12.5 Baydar Digital may periodically change its standard prices.
12.6 Price changes affecting an existing recurring Agreement shall be communicated before taking effect.
12.7 Consumers retain any mandatory termination rights arising from material price changes.
13.1 Products and Services shall be paid for in accordance with the payment terms stated in the applicable quotation, order, Agreement, subscription, or invoice.
13.2 Unless otherwise agreed, invoices must be paid within 14 days of the invoice date.
13.3 Baydar Digital does not require a standard 50% upfront payment.
13.4 Where the Parties expressly agree to payment before activation, delivery, implementation, renewal, or another milestone, the applicable payment arrangement shall be stated in the quotation, order, Agreement, or invoice.
13.5 Recurring Services may be invoiced:
13.6 Recurring subscription fees may be billed in advance for the applicable billing period.
13.7 Usage-based charges may be invoiced after the relevant usage has occurred or together with the next subscription invoice.
14.1 Certain Services may generate variable usage charges.
These may include:
14.2 The applicable quotation or service plan may include specified usage allowances.
14.3 Usage exceeding an included allowance may be charged separately.
14.4 Where practical, Baydar Digital shall communicate applicable usage rates or billing arrangements before such charges are incurred.
14.5 The Customer is responsible for charges resulting from authorized use of its Services.
14.6 Baydar Digital may contact the Customer where unusual or materially excessive usage is detected.
15.1 A Business Customer that fails to pay an invoice within the agreed payment term may owe statutory commercial interest where applicable.
15.2 Baydar Digital may also recover reasonable collection costs permitted by law.
15.3 Where the Customer is a Consumer, statutory consumer rules relating to reminders, default, interest, and collection costs shall apply.
15.4 Baydar Digital may suspend Services in the event of overdue undisputed invoices after reasonable notice, except where mandatory law requires otherwise.
15.5 Suspension does not release the Customer from the obligation to pay amounts already due.
16.1 Baydar Digital may suspend all or part of the Services where reasonably necessary because:
16.2 Where reasonably possible, Baydar Digital shall provide notice before suspension.
16.3 In urgent security or legal circumstances, immediate suspension may be necessary.
17.1 Baydar Digital shall use reasonable efforts to maintain the availability of recurring Services.
17.2 Unless a separate Service Level Agreement expressly provides otherwise, Baydar Digital does not guarantee 100% uptime.
17.3 Services may temporarily be unavailable due to:
17.4 Planned maintenance shall, where practical, be performed in a manner intended to minimise disruption.
The Customer remains the owner of intellectual-property rights in materials supplied by the Customer, including:
The Customer grants Baydar Digital a limited licence to use such materials solely as necessary to provide the Services.
Unless expressly agreed otherwise, Baydar Digital retains all intellectual-property rights in its pre-existing and reusable materials, including:
Ownership or licensing arrangements for specifically commissioned custom Deliverables may be stated in the applicable quotation or Agreement.
Unless expressly agreed otherwise, the Customer receives a non-exclusive right to use the Deliverable for the Customer's own business purposes after payment of all applicable fees.
Third-party software, libraries, AI models, fonts, plugins, APIs, stock assets, and other third-party components remain subject to the licences and terms of their respective owners.
19.1 The Customer retains its rights in Customer Data.
19.2 Baydar Digital does not acquire ownership of Customer Data merely by processing it.
19.3 Baydar Digital may process Customer Data solely as necessary to:
19.4 Personal Data is processed in accordance with the applicable Data Processing Agreement.
20.1 Where Baydar Digital processes Personal Data on behalf of the Customer, the Baydar Digital Data Processing Agreement (DPA) applies.
20.2 The DPA forms an integral part of the Agreement where applicable.
20.3 In the event of a conflict between these Terms and the DPA regarding processing or protection of Personal Data, the DPA prevails.
20.4 The Customer acts as Controller and Baydar Digital generally acts as Processor where Baydar Digital processes Personal Data solely on behalf of the Customer, unless applicable law or the specific processing activity determines otherwise.
20.5 Baydar Digital may use authorized Sub-processors in accordance with the DPA.
21.1 Each Party shall keep confidential information obtained from the other Party confidential.
21.2 Confidential information includes information that:
21.3 Confidential information may be disclosed only:
21.4 Confidentiality obligations survive termination of the Agreement.
22.1 Baydar Digital shall implement technical and organizational security measures appropriate to the Services and risks involved.
22.2 Measures may include:
22.3 Additional technical and organizational measures relating to Personal Data are described in the DPA.
22.4 No electronic or cloud-based system can be guaranteed to be completely secure.
23.1 Where Baydar Digital develops a website or webshop, the scope shall be determined in the applicable quotation or Agreement.
23.2 Unless expressly included, ongoing:
are not automatically included.
23.3 The Customer is responsible for ensuring that business information, prices, product claims, policies, legal notices, and content supplied for publication are correct.
23.4 Baydar Digital does not provide legal advice merely by implementing privacy, cookie, terms, accessibility, or other legal pages supplied or approved by the Customer.
24.1 Baydar Digital may sell digital products including:
24.2 The description accompanying the relevant product determines what is included.
24.3 Intellectual-property rights in Baydar Digital digital products remain with Baydar Digital unless expressly transferred.
24.4 Purchasing a digital product grants the Customer a personal or business-use licence as specified at the time of purchase.
24.5 The Customer may not resell, redistribute, reproduce commercially, sublicense, or publicly distribute a digital product unless expressly permitted.
25.1 Where the Customer is a Consumer and enters into a distance or off-premises contract, the Consumer has the statutory right of withdrawal where applicable.
25.2 The statutory withdrawal period is generally 14 days.
25.3 The Consumer does not need to provide a reason for exercising a statutory right of withdrawal.
25.4 The Consumer may exercise the right of withdrawal by contacting [email protected] or by using any other legally required withdrawal method made available by Baydar Digital.
25.5 Where applicable, Baydar Digital shall make an online withdrawal function available in accordance with mandatory law.
25.6 Where a Consumer expressly requests that performance of a Service begins during the statutory withdrawal period, Baydar Digital may begin performance in accordance with applicable consumer law.
25.7 If the Consumer subsequently withdraws before the Service has been fully performed, the Consumer may be required to pay a proportionate amount for the Services already provided where permitted by law and where the required information and consent requirements have been satisfied.
25.8 Where a Service has been fully performed during the withdrawal period, the right of withdrawal may be lost only where the statutory requirements for such loss have been fulfilled.
25.9 Where digital content not supplied on a tangible medium is made immediately available, the statutory right of withdrawal may be lost only where the Consumer has:
25.10 Nothing in these Terms limits mandatory consumer rights.
26.1 Digital content and digital Services supplied to Consumers shall comply with mandatory statutory conformity requirements.
26.2 Where mandatory law requires updates necessary to maintain conformity or security, such obligations shall not be excluded by these Terms.
26.3 Nothing in these Terms limits a Consumer's statutory rights to repair, replacement, price reduction, termination, refund, or another remedy where mandatory law provides such right.
This Section applies only where Baydar Digital expressly sells physical products.
27.1 Physical products shall comply with mandatory statutory conformity requirements.
27.2 Delivery dates are estimates unless expressly agreed as strict deadlines.
27.3 Risk passes to Consumers in accordance with mandatory consumer law.
27.4 For Business Customers, risk passes upon delivery unless otherwise agreed.
27.5 Any voluntary exchange policy does not restrict statutory consumer rights.
27.6 Statutory rights of withdrawal and warranty remain unaffected.
28.1 Baydar Digital shall perform Services with reasonable professional care and skill.
28.2 Unless expressly stated otherwise, obligations concerning AI, automation, marketing, software development, consultancy, and integrations are reasonable-efforts obligations rather than guarantees of commercial outcomes.
28.3 Baydar Digital shall use reasonable efforts to correct material defects in Deliverables attributable to Baydar Digital and reported within a reasonable period.
28.4 This Section does not restrict mandatory statutory rights of Consumers.
29.1 Customers should report complaints as soon as reasonably possible after discovering the relevant issue.
29.2 Complaints may be submitted to [email protected].
29.3 The complaint should contain sufficient information to allow Baydar Digital to investigate.
29.4 Baydar Digital shall endeavour to respond within a reasonable period.
29.5 Submission of a complaint does not automatically suspend payment obligations for undisputed amounts.
29.6 Mandatory Consumer rights remain unaffected.
30.1 Baydar Digital is liable only to the extent provided by applicable law and these Terms.
30.2 To the maximum extent permitted by law, Baydar Digital shall not be liable to a Business Customer for indirect or consequential losses including:
30.3 Where Baydar Digital is liable to a Business Customer for direct damages, liability shall, to the extent permitted by law, be limited to the amount paid or payable by the Customer for the affected Services during the 12 months preceding the event giving rise to the claim.
30.4 Where the relevant liability is covered by Baydar Digital's insurance and the insurer pays a higher amount, liability may instead be limited to the amount actually paid by the insurer plus any applicable deductible borne by Baydar Digital.
30.5 Nothing in these Terms excludes or limits liability where such exclusion or limitation is prohibited by law.
30.6 Limitations do not apply to liability resulting from intent or deliberate recklessness by Baydar Digital's management where liability cannot lawfully be excluded.
30.7 Any limitation of liability concerning Consumers applies only insofar as permitted under mandatory consumer law.
31.1 Baydar Digital shall not be liable merely because an AI system produces an isolated incorrect or unexpected response where Baydar Digital exercised reasonable professional care in configuring and maintaining the system.
31.2 Baydar Digital shall remain responsible for failures directly attributable to its own material breach of the Agreement subject to the liability provisions above.
31.3 Baydar Digital is not responsible for losses directly caused by:
32.1 A Business Customer shall indemnify Baydar Digital against reasonable third-party claims arising directly from:
32.2 The indemnity does not apply to the extent a claim results from Baydar Digital's own breach, negligence, unlawful conduct, or circumstances for which Baydar Digital is legally responsible.
32.3 This provision applies to Consumers only to the extent permitted by mandatory law.
33.1 An Agreement may be entered into:
33.2 The applicable quotation or Agreement determines the duration.
33.3 Where no duration is stated for a project, the Agreement ends upon completion of the agreed Services, subject to surviving obligations.
34.1 Recurring Services may renew automatically where this is stated in the applicable Agreement.
34.2 The applicable Agreement shall specify billing frequency, initial term (if any), renewal arrangement, and notice period.
34.3 A Business Customer may terminate an indefinite recurring Agreement subject to the notice period stated in the applicable Agreement.
34.4 Where no specific B2B notice period is agreed, a notice period of one month applies to recurring Services entered into for an indefinite period.
34.5 Consumer subscriptions and automatic renewals are governed by mandatory Dutch consumer law.
34.6 Consumer termination rights shall not be restricted beyond what is legally permitted.
35.1 Either Party may terminate the Agreement where the other Party materially breaches its obligations and, where the breach is capable of remedy, fails to remedy the breach within a reasonable written cure period.
35.2 Baydar Digital may terminate or suspend the Agreement immediately where:
35.3 Termination does not affect rights and obligations that arose before termination.
36.1 Upon termination:
36.2 Baydar Digital may provide reasonable assistance with data export or transition where expressly agreed.
36.3 Additional migration or transition work may be charged separately.
37.1 Neither Party shall be liable for failure to perform an obligation where performance is prevented by circumstances beyond that Party's reasonable control, subject to applicable law.
37.2 Such circumstances may include:
37.3 Force majeure does not include an event to the extent it was caused by the affected Party's failure to implement reasonable measures that it was contractually or legally required to implement.
37.4 Obligations affected by force majeure shall be suspended for the duration of the event.
37.5 Payment obligations relating to Services already properly provided are not suspended solely because of force majeure.
37.6 If a force-majeure event continues for more than 30 days and materially prevents performance, either Party may terminate the affected part of the Agreement in writing unless otherwise agreed.
38.1 Baydar Digital may update Services to improve performance, maintain compatibility, increase security, reflect third-party changes, comply with law, or add/modify functionality.
38.2 Baydar Digital shall not materially reduce essential contracted functionality without reasonable justification during a paid contract period.
38.3 Mandatory Consumer rules concerning changes to digital services remain unaffected.
39.1 Baydar Digital may amend these General Terms and Conditions.
39.2 Minor changes, corrections, or changes required by law may take effect upon publication or notification.
39.3 Material changes affecting existing recurring Agreements shall be communicated within a reasonable period before taking effect.
39.4 Consumers retain any statutory rights to terminate following material contractual changes.
40.1 A Business Customer may not transfer an Agreement to a third party without Baydar Digital's prior written consent, which shall not be unreasonably withheld where appropriate.
40.2 Baydar Digital may transfer the Agreement as part of a merger, acquisition, restructuring, or transfer of its business, subject to applicable law and without reducing the Customer's material contractual rights.
40.3 Mandatory Consumer rights remain unaffected.
41.1 If one provision of these Terms is invalid, void, or unenforceable, the remaining provisions remain effective.
41.2 The invalid provision shall be interpreted or replaced, where legally permissible, by a valid provision that most closely reflects its intended commercial and legal purpose.
42.1 Failure by either Party to enforce a contractual right does not constitute a permanent waiver of that right.
42.2 A waiver is effective only where clearly given.
43.1 Communications relating to the Agreement may be conducted electronically.
43.2 The Customer is responsible for maintaining current contact information.
43.3 Notices may be sent to the e-mail addresses provided by the Parties unless mandatory law requires another form.
44.1 All Agreements between Baydar Digital and the Customer are governed by Dutch law.
44.2 The application of mandatory Consumer protection rules that cannot lawfully be excluded remains unaffected.
45.1 Parties shall first attempt to resolve disputes through reasonable consultation.
45.2 For disputes with Business Customers, the competent Dutch court in the district in which Baydar Digital is established shall have jurisdiction, unless mandatory law provides otherwise.
45.3 Consumers retain the courts and jurisdictional protections available to them under mandatory Dutch and European law.
Questions, complaints, legal notices, or other correspondence concerning these Terms may be sent to:
Baydar Digital
The Hague, the Netherlands
Chamber of Commerce (KvK): 93519702
E-mail: [email protected]
Website: www.baydardigital.com
Where Baydar Digital Processes Personal Data on behalf of the Customer, the separate Baydar Digital Data Processing Agreement applies and forms an integral part of the contractual relationship.
The Data Processing Agreement includes provisions concerning:
In case of conflict concerning Personal Data Processing, the Data Processing Agreement prevails over these General Terms and Conditions.
Baydar Digital – General Terms and Conditions v2.0
Effective September 2026