Terms of Service

Last updated: September 13, 2025

AGREEMENT TO OUR LEGAL TERMS

We are Schauberg OÜ (doing business as Private BD Agency) (“Company,” “we,” “us,” “our”).

We operate https://www.privatebdagency.com, as well as any other related products and services that refer or link to these legal terms (the “Legal Terms”) (collectively, the “Services”).

You can contact us by email at contact@privatebdagency.com or by mail to Schauberg OÜ, Hobujaama tn 4, Tallinn, Harju maakond 10151, Estonia.

These Legal Terms constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”), and Schauberg OÜ (Private BD Agency), concerning your access to and use of the Services. You agree that by accessing the Services, you have read, understood, and agreed to be bound by all of these Legal Terms. IF YOU DO NOT AGREE WITH ALL OF THESE LEGAL TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.

Supplemental terms and conditions or documents that may be posted on the Services from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Legal Terms at any time and for any reason. We will alert you about any changes by updating the “Last updated” date of these Legal Terms, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Legal Terms to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Legal Terms by your continued use of the Services after the date such revised Legal Terms are posted.

We recommend that you print a copy of these Legal Terms for your records.

TABLE OF CONTENTS

OUR SERVICES
INTELLECTUAL PROPERTY RIGHTS
USER REPRESENTATIONS
PROHIBITED ACTIVITIES
USER GENERATED CONTRIBUTIONS
USER SUBMISSIONS
PROFESSIONAL SERVICES TERMS (SOW-BASED ENGAGEMENTS)
7.1 Applicability & Order of Precedence (SOW)
7.2 Intellectual Property & Proprietary Rights (Agency IP)
7.3 Mutual Responsibilities & Conduct
7.4 Confidentiality
7.5 Scope of Work & Change Requests
7.6 Fees, Payment & Momentum; Kill Fee (Liquidated Damages)
7.7 Performance & Results
7.8 Data Processing & Security (Client Data; GDPR)
7.9 Non-Solicitation; Non-Circumvention
7.10 Governing Law & Dispute Resolution (SOW)
7.11 Publicity; Testimonials and Client Marks
7.12 Independent Contractor; No Exclusivity
SERVICES MANAGEMENT
TERM AND TERMINATION
MODIFICATIONS AND INTERRUPTIONS
GOVERNING LAW (GENERAL)
DISPUTE RESOLUTION (GENERAL) — COURTS ONLY
CORRECTIONS
DISCLAIMER
14.A NO PROFESSIONAL ADVICE
LIMITATIONS OF LIABILITY
INDEMNIFICATION
USER DATA (OPERATIONAL)
ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
SURVIVAL
MISCELLANEOUS
CONTACT US

1. OUR SERVICES

The information provided when using the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Services from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

Business Use Only. The Services are offered solely to business and professional users acting in the course of their trade, business, or profession. The Services are not intended for personal, family, or household use, and consumer protection laws do not apply.

2. INTELLECTUAL PROPERTY RIGHTS

Our intellectual property

We are the owner or the licensee of all intellectual property rights in our Services, including all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics in the Services (collectively, the “Content”), as well as the trademarks, service marks, and logos contained therein (the “Marks”).

Our Content and Marks are protected by copyright and trademark laws (and various other intellectual property rights and unfair competition laws) and treaties around the world.

The Content and Marks are provided in or through the Services “AS IS” for your personal, non-commercial use or internal business purpose only.

Your use of our Services

Subject to your compliance with these Legal Terms, including the “PROHIBITED ACTIVITIES” section below, we grant you a non-exclusive, non-transferable, revocable license to:

access the Services; and
download or print a copy of any portion of the Content to which you have properly gained access,
solely for your internal business purposes.

Except as set out in this section or elsewhere in our Legal Terms, no part of the Services and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

If you wish to make any use of the Services, Content, or Marks other than as set out in this section or elsewhere in our Legal Terms, please address your request to: contact@privatebdagency.com. If we ever grant you the permission to post, reproduce, or publicly display any part of our Services or Content, you must identify us as the owners or licensors of the Services, Content, or Marks and ensure that any copyright or proprietary notice appears or is visible on posting, reproducing, or displaying our Content.

We reserve all rights not expressly granted to you in and to the Services, Content, and Marks.

Any breach of these Intellectual Property Rights will constitute a material breach of our Legal Terms and your right to use our Services will terminate immediately.

Feedback: You may choose to send us feedback about the Services (for example, suggestions, ideas, experience reports, or improvement requests) (“Feedback”). By providing Feedback, you grant us a perpetual, worldwide, irrevocable, royalty-free, sublicensable, and transferable license to use, copy, modify, create derivative works from, and otherwise exploit the Feedback for any lawful purpose, without attribution or compensation to you. Feedback may include general impressions of the Services, which we may use in anonymized or testimonial form subject to Section 7.11 (Publicity). Feedback is voluntary and provided “as is.” Unless expressly stated in a signed SOW, Feedback is not confidential.

3. USER REPRESENTATIONS

By using the Services, you represent and warrant that: (1) you have the legal capacity and you agree to comply with these Legal Terms; (2) you are not a minor in the jurisdiction in which you reside; (3) you will not access the Services through automated or non-human means, whether through a bot, script or otherwise; (4) you will not use the Services for any illegal or unauthorized purpose; and (5) your use of the Services will not violate any applicable law or regulation.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof).

4. PROHIBITED ACTIVITIES

You may not access or use the Services for any purpose other than that for which we make the Services available. The Services may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.

As a user of the Services, you agree not to:

Systematically retrieve data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
Circumvent, disable, or otherwise interfere with security-related features of the Services, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Services and/or the Content contained therein.
Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Services.
Use any information obtained from the Services in order to harass, abuse, or harm another person.
Make improper use of our support services or submit false reports of abuse or misconduct.
Use the Services in a manner inconsistent with any applicable laws or regulations.
Engage in unauthorized framing of or linking to the Services.
Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Services or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Services.
Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
Delete the copyright or other proprietary rights notice from any Content.
Attempt to impersonate another user or person or use the username of another user.
Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).
Interfere with, disrupt, or create an undue burden on the Services or the networks or services connected to the Services.
Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Services to you.
Attempt to bypass any measures of the Services designed to prevent or restrict access to the Services, or any portion of the Services.
Copy or adapt the Services’ software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Services.
Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Services, or use or launch any unauthorized script or other software.
Use a buying agent or purchasing agent to make purchases on the Services.
Make any unauthorized use of the Services, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
Use the Services as part of any effort to compete with us or otherwise use the Services and/or the Content for any revenue-generating endeavor or commercial enterprise.

5. USER GENERATED CONTRIBUTIONS

The Services do not enable public postings. You may send us information privately as described in Section 6 (User Submissions).

6. USER SUBMISSIONS

The Services may allow you to submit questions, comments, or other materials to us (collectively, “User Submissions”). This Section 6 does not apply to any information, data, or materials exchanged under a signed SOW, which are governed exclusively by Section 7 (Professional Services Terms), including §7.4 (Confidentiality) and §7.8 (Client Data; GDPR). For the avoidance of doubt, Section 2 governs Feedback about the Services.

Unless otherwise agreed in a signed SOW, you acknowledge and agree that any User Submissions you provide via the Services (other than Feedback under §2) are non-confidential and non-proprietary as to us, and you hereby grant to us a perpetual, irrevocable, worldwide, royalty-free, sublicensable, and transferable license to use, host, store, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly perform, and publicly display such User Submissions, in whole or in part, in any media now known or hereafter developed, for any lawful purpose related to operating, improving, or marketing the Services.

You represent and warrant that your User Submissions do not violate any third-party rights (including copyright, trademark, privacy, publicity, or other proprietary rights), and will not contain unlawful, defamatory, or otherwise objectionable material. You are solely responsible for your User Submissions.

Nothing in this Section 6 limits our obligations under our Privacy Policy with respect to personal data you submit through the Services.

7. PROFESSIONAL SERVICES TERMS (SOW-BASED ENGAGEMENTS)

7.1 Applicability & Order of Precedence (SOW)

This Section 7 applies when you and the Company enter into a signed proposal, order form, or statement of work (each, an “SOW”). For matters arising from any SOW, this Section 7 prevails over any conflicting terms in these Legal Terms (including Sections 11, 12, and 15) solely with respect to such Professional Services.

7.2 Intellectual Property & Proprietary Rights (Agency IP)

Client expressly acknowledges and agrees that the professional Services are of a unique, analytic, and strategic nature, embodying proprietary methodologies, playbooks, and operational frameworks (“Agency IP”) developed and owned exclusively by Private BD Agency. The Agency IP is a unique synthesis of generalized industry best practices and represents the independent creation of Private BD Agency. It is not derived from, nor does it incorporate, any third-party confidential or proprietary information. All Agency IP remains the sole and exclusive property of Private BD Agency. Client acquires no right, title, or interest in the Agency IP.

Client Deliverables. For certain service tiers, the Company will produce custom materials specifically for Client under an SOW (e.g., tailored playbooks, targeting files, outreach sequences). Such deliverables are licensed to Client on a perpetual, non-exclusive, non-transferable basis for internal business use only. Client shall not replicate, resell, reverse-engineer, sublicense, or otherwise commercialize such materials.

SaaS Systems. For service tiers that include system setup or integration (including Tier 3 and System Build projects), all SaaS accounts and system environments (e.g., CRM, outbound, or enrichment platforms) shall be provisioned in the Client’s name and billing. For retainer-based Services where the Company performs business development as an outsourced function, the Company utilizes its internal SaaS stack at its own discretion, which remains its sole property.

7.3 Mutual Responsibilities & Conduct
Professional Standards. Both Parties shall maintain professional standards of communication, respect, and collaboration throughout the engagement. Constructive feedback shall be provided timely and professionally with the shared goal of advancing the success of the engagement.
Right to Safe Engagement. Private BD Agency may immediately suspend or terminate the Services, upon written notice, if Client or its representatives engage in abusive, harassing, discriminatory, or otherwise unprofessional conduct toward any member of the Agency team.
Client Obligations. Client shall (a) designate a primary point of contact with decision-making authority; (b) provide timely feedback and approvals; and (c) act in good faith to enable efficient performance of the Services.

7.4 Confidentiality

“Confidential Information” means any non-public information disclosed by a party (“Discloser”) to the other (“Recipient”) that is designated confidential or that should reasonably be understood as confidential, including Agency IP, strategies, roadmaps, SOWs, pricing, business plans, financials, Client Data, and non-public third-party information. Recipient will (i) use Confidential Information solely to perform or receive the Services; (ii) not disclose it to any third party except to affiliates, employees, contractors, and professional advisers who have a need to know and are bound by obligations at least as protective; and (iii) protect it using no less than reasonable care. Exceptions apply where information is public without breach, previously known without restriction, independently developed without reference to the Confidential Information, or rightfully received from a third party without duty of confidentiality. Recipient may disclose as required by law with prompt notice (where lawful) and reasonable cooperation to seek protective treatment. Unauthorized use or disclosure may cause irreparable harm; equitable relief (injunction) is available.

7.5 Scope of Work & Change Requests

Defined Scope. The Services are strictly limited to the specific deliverables set out in the executed SOW. Any services, tasks, or deliverables not explicitly described in the SOW are out of scope and not included in the agreed fees.
Change Requests. Any request by Client to modify, expand, or otherwise alter the scope of Services (a “Change Request”) must be in writing and is subject to mutual agreement. Private BD Agency may adjust fees, timelines, and/or deliverables for any approved Change Request. Work on a Change Request begins only after a written amendment or addendum is executed.

Exclusions. General consultation, strategic advice, or deliverables not expressly detailed in the SOW are excluded unless incorporated through an approved Change Request.

Tooling & Licenses. For retainer-based Services, the Company provides access to its own internal SaaS stack (e.g., CRM, outbound, enrichment, and analytics tools) solely for the purpose of delivering the contracted Services. Such internal tooling is maintained and paid for by the Company and is not shared or licensed to the Client.

For Tier 3 engagements and System Build projects, all SaaS accounts, platforms, and user licenses (including but not limited to CRM, outbound, enrichment, analytics, or communication tools) required for Client’s business development operations shall be provisioned in the Client’s name and billing. The Company may be granted temporary, role-based access for the duration of the engagement to configure and operate such systems. Upon handoff or termination, the Company’s access shall be revoked, and all ongoing licensing, billing, and administration shall remain the sole responsibility of the Client.

All third-party SaaS licensing, subscription, or usage costs associated with Client-owned environments are borne exclusively by the Client. The SOW may specify which tools are to be provisioned, but the Client remains responsible for all associated costs, including any expansions (e.g., additional user seats or integrations).

7.6 Fees, Payment & Momentum; Kill Fee (Liquidated Damages)

Payment Terms. All invoices are due and payable within seven (7) calendar days of the invoice date (“Net 7”), unless otherwise agreed in writing. Payments not received by the due date accrue interest at 1.5% per month (or the maximum rate permitted by law, if lower), calculated from the due date until paid in full. Client is responsible for all reasonable costs of collection, including attorneys’ fees and court costs.

Momentum Clause. Client acknowledges that success requires active participation, timely feedback, and communication. Delays in providing necessary materials, information, or approvals may impact timelines, deliverables, and outcomes. Private BD Agency is not liable for delays or resulting impacts on performance metrics, outcomes, or milestones.

Kill Fee (Liquidated Damages). If Client terminates prior to completion of the agreed term, Client shall pay (i) all fees accrued for Services rendered and expenses incurred up to the effective termination date, and (ii) a termination fee equal to twenty percent (20%) of the remaining contract value. The parties acknowledge and agree that the termination fee represents a reasonable estimate of the actual damages likely to be suffered by Private BD Agency due to early termination and is not a penalty.

Taxes, Currency & Expenses. All fees are exclusive of VAT and any other applicable taxes, which shall be borne by the Client. Unless otherwise stated in an SOW, invoices are issued in EUR and payable by bank transfer. Pre-approved, reasonable out-of-pocket expenses (including travel or third-party costs) incurred in connection with the Services will be reimbursed by the Client at cost.

7.7 Performance & Results

Client acknowledges that outcomes are influenced by factors beyond Private BD Agency’s control, including market conditions, competitive dynamics, Client’s product-market fit, internal execution, and broader economic forces. Private BD Agency will perform with professional diligence, skill, and commercially reasonable efforts; however, no representation, warranty, or guarantee is made, express or implied, regarding the achievement of specific outcomes, revenue levels, funding results, or partnership closures. Any projections, forecasts, or estimates are illustrative only and do not constitute an assurance of results.

7.8 Data Processing & Security (Client Data; GDPR) — Data Processing Agreement (Art. 28 GDPR; UK GDPR, where applicable)

DPA Status. This Section 7.8 constitutes the Parties’ data processing agreement under Article 28 GDPR/UK GDPR and supersedes any conflicting data-processing terms.

Client Data; Roles; Ownership; Service Continuity. In performing the Services, Client may provide data, information, or materials (“Client Data”). As between the Parties, Client retains all right, title, and interest in and to Client Data. Company acts as processor and Client as controller (as defined by applicable data protection law). Client grants Company a limited, non-exclusive, non-transferable license to process Client Data solely to perform the Services in accordance with Client’s written instructions, which may include instructions given by Client’s designated point of contact. If Client fails to provide timely instructions reasonably required for processing to deliver the Services, Company may act in good faith and use reasonable discretion to maintain service continuity, consistent with this Section 7.8 and the SOW. Company will implement commercially reasonable technical and organizational measures designed to protect Client Data against unauthorized access, loss, or disclosure and to maintain its confidentiality, integrity, and availability. Client acknowledges Company may process Client Data from any location in which Company or its subprocessors operate, subject to the safeguards herein.

Data Protection Compliance. To the extent Client Data includes personal data of individuals located in the EEA, the UK, or other jurisdictions with similar data-protection laws, each Party will comply with its respective obligations under applicable data-protection legislation, including the EU GDPR and UK GDPR. As controller, Client is responsible for establishing a lawful basis for processing, providing required notices, and for the accuracy, quality, and legality of Client Data and Client’s instructions.

Prospect/ICP Data – Roles. For the avoidance of doubt:
(i) “Client Prospect Data” means prospect or contact data supplied by Client or built by Company specifically on Client’s instructions under an SOW (including ICP lists, enrichment, segmentation, and outreach data prepared for Client). With respect to Client Prospect Data, Client is the controller and Company acts solely as processor under this Section 7.8, and Company will not disclose or repurpose such data for other clients without Client’s prior written consent.
(ii) “Company Prospect Data” means business contact or firmographic data independently collected by Company from publicly available sources or licensed providers, not supplied by Client and not derived from Client Confidential Information. With respect to Company Prospect Data, Company acts as an independent controller and may use, re-use, enhance, and license such data in its discretion, provided that Company does not disclose Client Confidential Information or identify Client as the source and otherwise complies with applicable law.

Personnel Confidentiality. Company will ensure that persons authorized to process Client Data are subject to appropriate confidentiality obligations and have a need-to-know to deliver the Services, and receive appropriate data-protection training.

Security Measures; Updates. Company will maintain technical and organizational measures appropriate to the risk (including access controls, encryption in transit and at rest where appropriate, logging/monitoring, and vulnerability management). Company may update such measures from time to time; updates will not materially diminish the overall security of the Services with respect to Client Data.

Security Incidents. Company will notify Client without undue delay and, where feasible, within 72 hours after becoming aware of a personal data breach affecting Client Data, and will provide information reasonably available to assist Client in meeting its legal obligations, including the nature of the breach, likely consequences, and measures taken or proposed to address it.

The Company commits to commercially reasonable security practices appropriate to the risk; the Company does not warrant error-free or uninterrupted security.

Return or Deletion. Upon termination or expiration of the applicable SOW, and upon Client’s written request, Company will return or securely delete Client Data in its possession within thirty (30) days, except to the extent retention is required by applicable law or for the establishment, exercise, or defense of legal claims. Residual copies in standard backups will be overwritten in the ordinary course of Company’s data-retention cycle.

De-Identified Learnings. Company may use de-identified, aggregated information derived from performance of the Services to improve its services, methodologies, and playbooks, provided such information does not identify Client or any individual and cannot reasonably be re-identified by Company, alone or in combination with other information available to Company.

Use of AI Services (No Model Training on Client Data). Company may use reputable machine-learning and generative AI services (including, without limitation, Google Gemini and comparable enterprise offerings) to assist in providing the Services. Company will not permit such third-party providers to train, fine-tune, or otherwise improve their publicly available or foundational models using Client Data and will configure available controls to opt-out of model training. Company will flow down confidentiality obligations to such providers and will include Client Confidential Information in prompts or inputs only where reasonably necessary to perform the Services and consistent with Client’s instructions, while applying commercially reasonable measures to minimize directly identifying information. Where a specific AI provider cannot be configured to disable training on Client Data, Company will obtain Client’s prior written consent before using that provider with Client Data. Company will not include special-category personal data (GDPR Art. 9) or criminal-offense data (Art. 10) in AI prompts unless strictly necessary and expressly authorized in writing by Client.

Contractors; Remote Access Controls. Company may use vetted contractors as subprocessors to assist in delivering the Services. Company will ensure such contractors are bound by written confidentiality and data-protection obligations no less protective than those set out herein and, where applicable, are subject to appropriate international-transfer safeguards. Access to Client Data will be need-to-know and role-based, via Company-approved accounts and systems (including Company-administered SaaS) with appropriate authentication, logging, and encryption in transit and at rest. Contractors are prohibited from persistent local storage or exporting Client Data outside Company-approved environments without Company’s prior written authorization. Nothing in this paragraph expands Company’s liability beyond Section 15.

Subprocessors. Client authorizes Company to engage subprocessors (including cloud, CRM, outreach, analytics, communications, and AI infrastructure vendors) to process Client Data solely to provide the Services. Company will (i) impose written data-protection obligations on subprocessors that are at least as protective as those set out in this Section 7.8; (ii) remain responsible for their performance; and (iii) maintain an up-to-date list of material subprocessors (available upon request or via a Company-designated URL). Company will provide advance notice (email or posting) of any material changes to such subprocessors at least ten (10) business days before they take effect; if Client does not object within that period, the change will be deemed approved. If Client has a reasonable, documented basis to object to a new material subprocessor, Client will notify Company within that period; the Parties will work in good faith to resolve the objection. If unresolved within a reasonable time, Client may suspend the affected Services or terminate the impacted SOW on written notice and receive a pro-rata refund of any prepaid, unused fees for the terminated portion.

International Data Transfers. To the extent processing involves a transfer of personal data from the EEA and/or UK to a jurisdiction not recognized as providing an adequate level of protection, Company will implement appropriate safeguards under GDPR/UK GDPR (including, where applicable, the EU Standard Contractual Clauses (controller-to-processor and/or processor-to-processor modules) and the UK IDTA/Addendum, together with any supplementary measures). Upon request, Company will provide copies of the applicable transfer mechanism, which may be redacted for commercial confidentiality.

Cooperation; Requests; Fees. Taking into account the nature of processing, Company will provide reasonable assistance to Client in responding to data-subject requests and in meeting Client’s obligations regarding security, breach notification, impact assessments, and consultations with supervisory authorities. For non-standard, repeated, or excessive export or assistance requests, Company may charge reasonable administrative fees reflecting its actual costs.

Audit & Information Rights. Company will make available to Client information reasonably necessary to demonstrate compliance with this Section 7.8. Any audit shall be conducted no more than once in any twelve (12)-month period (unless required by a competent supervisory authority), on at least thirty (30) days’ prior written notice, during normal business hours, and in a manner that does not unreasonably disrupt Company’s operations. Company may satisfy audits first through current third-party attestations, certifications, or SOC/ISO reports and written responses to reasonable questionnaires. On-site audits (if still reasonably necessary) will be limited in scope and duration to systems processing Client Data, subject to confidentiality and security policies; no access to other clients’ data, source code, or commercially sensitive information will be required. Client bears all audit costs (including Company’s reasonable internal costs) unless a material breach of this Section 7.8 is found.

Unlawful or Conflicting Instructions. If Company believes an instruction from Client infringes applicable data-protection law, Company will promptly inform Client; Company may refuse or suspend the relevant processing until the instruction is modified or confirmed in writing to be lawful.

No Expansion of Liability. Nothing in this Section 7.8 increases or expands Company’s liability beyond Section 15. For clarity, breaches of Confidentiality (Section 7.4) remain subject to the carve-outs stated in Section 15.

Clarification. Nothing in this Section limits Company’s use of publicly available information, Agency IP, or de-identified, aggregated learnings with software tools (including enterprise AI services). Where tools process Client Data, such processing will comply with this Section 7.8, including Use of AI Services and Subprocessors above.

Allocation of administrative fines is governed by Section 16 (Indemnification), under “Regulatory Fines".

7.9 Non-Solicitation; Non-Circumvention

During the term of the engagement and for twelve (12) months thereafter, Client shall not, directly or indirectly: (a) solicit for employment or engagement, or hire, any employee, contractor, or consultant of Private BD Agency with whom Client had material contact during the Services; or (b) circumvent Private BD Agency by directly engaging with any partner, lead, or contact introduced by Private BD Agency for the purpose of avoiding fees or obligations owed to Private BD Agency. Breach may cause irreparable harm; equitable relief is available.

7.10 Governing Law & Dispute Resolution (SOW)

For disputes arising from or relating to any SOW (including its validity, interpretation, performance, or termination), the parties shall first engage in good-faith negotiations for thirty (30) days. If not resolved, the dispute shall be finally resolved by the courts of Estonia, which shall have exclusive jurisdiction. For the avoidance of doubt, this Section 7.10 controls over Sections 11 and 12 for SOW-based disputes.

7.11 Publicity; Testimonials and Client Marks
(a) Consent-Based Use (Duration by Consent; Default Perpetual; Revocable). With Client’s prior written consent (email suffices), Company is granted a worldwide, royalty-free, non-exclusive license to use Client’s name, trade name, and logo (“Client Marks”) and Client-approved testimonials in Company’s marketing materials, website, proposals, portfolios, and social media, for the duration stated in Client’s consent; if no duration is stated, the license is perpetual. Use will comply with Client’s brand guidelines. Client may revoke consent prospectively on thirty (30) days’ written notice; upon revocation, Company will cease new uses and remove or replace Client Marks and testimonials from Company-controlled digital properties within thirty (30) days. Company is not required to (i) recall or amend previously printed materials, (ii) remove materials archived for recordkeeping, or (iii) remove third-party posts, search-engine caches, or re-shares outside Company’s control.

(b) Review Right. Client may review and reasonably approve the exact testimonial text prior to publication; Company may make minor edits for grammar/formatting without altering substance.

(d) No Conflict. Nothing in this Section limits Company’s rights in Feedback (Section 2) or alters ownership/processing of Client Data (Section 7.8).

7.12 Independent Contractor; No Exclusivity
The Company provides the Services solely as an independent contractor. Nothing in these Legal Terms or any SOW shall be construed to create a partnership, joint venture, agency, fiduciary, or employment relationship between the Parties. Client acknowledges that Company may provide similar services to other clients and that no exclusivity is granted unless expressly stated in a signed SOW.

8. SERVICES MANAGEMENT

We reserve the right, but not the obligation, to: (1) monitor the Services for violations of these Legal Terms; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Legal Terms, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Services or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Services in a manner designed to protect our rights and property and to facilitate the proper functioning of the Services.

9. TERM AND TERMINATION

These Legal Terms shall remain in full force and effect while you use the Services. WITHOUT LIMITING ANY OTHER PROVISION OF THESE LEGAL TERMS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SERVICES (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE LEGAL TERMS OR OF ANY APPLICABLE LAW OR REGULATION. We may terminate your use or participation in the Services or delete any content or information that you posted at any time, without warning, in our sole discretion.

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

10. MODIFICATIONS AND INTERRUPTIONS

We reserve the right to change, modify, or remove the contents of the Services at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Services. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Services.

We cannot guarantee the Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Services at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Services during any downtime or discontinuance of the Services. Nothing in these Legal Terms will be construed to obligate us to maintain and support the Services or to supply any corrections, updates, or releases in connection therewith.

11. GOVERNING LAW (GENERAL)

These Legal Terms shall be governed by and defined following the laws of Estonia. You and Schauberg OÜ (Private BD Agency) irrevocably consent that the courts of Estonia shall have exclusive jurisdiction to resolve any dispute which may arise in connection with these Legal Terms, subject to Section 7.10 for SOW-based disputes.

12. DISPUTE RESOLUTION (GENERAL) — COURTS ONLY

Informal Negotiations. To expedite resolution and control the cost of any dispute, controversy, or claim related to these Legal Terms (each a “Dispute” and collectively, the “Disputes”) brought by either you or us (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate any Dispute informally for at least thirty (30) days. Such informal negotiations commence upon written notice from one Party to the other Party.

Courts; Venue; Language. If the Parties are unable to resolve a Dispute through informal negotiations within thirty (30) days, the Dispute shall be finally resolved by the courts of Estonia, which shall have exclusive jurisdiction. Proceedings shall be conducted in English or Estonian. Nothing in this Section limits either Party’s right to seek interim or injunctive relief from any court of competent jurisdiction to protect its rights pending final resolution.

13. CORRECTIONS

There may be information on the Services that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Services at any time, without prior notice.

14. DISCLAIMER

THE SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES’ CONTENT OR THE CONTENT OF ANY WEBSITES OR MOBILE APPLICATIONS LINKED TO THE SERVICES AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

14.A NO PROFESSIONAL ADVICE

IN THE COURSE OF PROVIDING THE SERVICES, THE COMPANY MAY OFFER BUSINESS DEVELOPMENT STRATEGIES, COMMERCIAL PERSPECTIVES, OR RELATED ADVISORY INPUT. SUCH MATERIALS AND DISCUSSIONS ARE PROVIDED FOR GENERAL INFORMATIONAL PURPOSES ONLY AND REFLECT THE COMPANY’S PROFESSIONAL JUDGMENT AT THE TIME, WITHOUT ANY REPRESENTATION OR WARRANTY AS TO ACCURACY OR COMPLETENESS. THEY DO NOT CONSTITUTE, AND SHOULD NOT BE CONSTRUED AS, LEGAL, TAX, ACCOUNTING, FINANCIAL, OR INVESTMENT ADVICE. THE CLIENT REMAINS SOLELY RESPONSIBLE FOR OBTAINING INDEPENDENT PROFESSIONAL ADVICE WHERE APPROPRIATE AND FOR MAKING ITS OWN BUSINESS DECISIONS, ENSURING COMPLIANCE WITH APPLICABLE LAWS, AND ASSESSING RISKS AND OPPORTUNITIES ARISING FROM ANY STRATEGY OR RECOMMENDATION.

15. LIMITATIONS OF LIABILITY

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER INTANGIBLE LOSSES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR LIABILITY ARISING FROM OUR GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF §7.4 (CONFIDENTIALITY), OUR TOTAL LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION SHALL AT ALL TIMES BE LIMITED TO THE AGGREGATE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. NOTHING IN THESE LEGAL TERMS LIMITS LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW. For the avoidance of doubt, this limitation of liability applies fully to Professional Services engagements under Section 7, and the cap shall be calculated based solely on fees paid for those Services.

16. INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) use of the Services; (2) breach of these Legal Terms; (3) any breach of your representations and warranties set forth in these Legal Terms; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; or (5) any overt harmful act toward any other user of the Services with whom you connected via the Services. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

Regulatory Fines. Each Party is responsible for administrative fines, penalties, or assessments (including under GDPR/UK GDPR) imposed directly on it by a supervisory authority or other governmental body. Neither Party shall be required to indemnify the other for such fines, penalties, or assessments except to the extent caused by that Party’s breach of these Legal Terms or the applicable SOW. For clarity, this paragraph does not expand either Party’s liability beyond Section 15 (Limitations of Liability) and does not affect the indemnification obligations for third-party claims set out in this Section 16.

17. USER DATA (OPERATIONAL)

We will maintain certain data that you transmit to the Services for the purpose of managing the performance of the Services, as well as data relating to your use of the Services. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Services. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data. This Section 17 is without prejudice to Section 7.8 (Client Data; GDPR).

18. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

Visiting the Services, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Services, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SERVICES. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

19. SURVIVAL

The following provisions survive termination or expiration: Intellectual Property & Proprietary Rights (Section 7.2), Mutual Responsibilities & Conduct (Section 7.3), Confidentiality (Section 7.4), Data Processing & Security (Section 7.8), Non-Solicitation; Non-Circumvention (Section 7.9), Limitation of Liability (Section 15), Indemnification (Section 16), Dispute Resolution (Sections 12 and 7.10, as applicable), and any payment obligations accrued under Section 7.6, together with any other provisions which, by their nature or context, are intended to survive termination or expiration.

20. MISCELLANEOUS

These Legal Terms and any policies or operating rules posted by us on the Services or in respect to the Services constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Legal Terms shall not operate as a waiver of such right or provision. These Legal Terms operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Legal Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Legal Terms and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Legal Terms or use of the Services. You agree that these Legal Terms will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Legal Terms and the lack of signing by the parties hereto to execute these Legal Terms.

Assignment. The Client may not assign or transfer these Legal Terms or any SOW, in whole or in part, without the Company’s prior written consent, except to a successor in interest in a merger or sale of substantially all assets. Any attempted assignment in violation of this clause shall be void.

Notices. All formal notices under these Legal Terms or any SOW must be sent by email to legal@privatebdagency.com. Operational or project-related communications may be sent to the addresses specified in the applicable SOW (e.g., contact@privatebdagency.com), but such correspondence does not constitute formal notice under these Legal Terms. Notices will be deemed received on the next business day after successful delivery to the recipient’s email server, provided no bounce-back or error message is received. Either Party may update its notice address by written notice to the other Party.

21. CONTACT US

For general inquiries or operational correspondence regarding the Services, please contact us at:

Schauberg OÜ (Private BD Agency)
Hobujaama tn 4, Tallinn, Harju maakond 10151, Estonia
contact@privatebdagency.com

For all formal legal notices, please use: legal@privatebdagency.com