Article 1 – Definitions

1. The Privacy Boutique: the sole proprietorship or business operating under the name The Privacy Boutique, providing legal advisory, privacy, compliance, governance, training, and related services.
2. Client: any natural or legal person who instructs The Privacy Boutique or enters into an agreement with it.
3. Agreement: any agreement between The Privacy Boutique and the Client, including any amendment or supplement thereto.
4. Services: all work, advice, assessments, investigations, training, presentations, documents, and other services provided by The Privacy Boutique.

Article 2 – Applicability

1. These General Terms and Conditions apply to all offers, quotations, agreements, assignments, and services of The Privacy Boutique.
2. Deviations from these terms are only valid if agreed in writing.
3. The Client’s general terms and conditions are expressly rejected unless explicitly accepted in writing.
4. If one or more provisions of these terms are void or annulled, the remaining provisions shall remain in full force and effect.

Article 3 – Quotations and Formation of the Agreement

1. All quotations and offers by The Privacy Boutique are non-binding unless expressly stated otherwise.
2. Quotations are valid for thirty (30) days from the date of issue unless otherwise stated.
3. An agreement is formed upon written acceptance of a quotation, written instruction by the Client, or when The Privacy Boutique commences performance of the services.
4. Obvious errors or mistakes in quotations, pricing, or other communications do not bind The Privacy Boutique.

Article 4 – Performance of the Assignment

1. The Privacy Boutique shall perform its services to the best of its knowledge, expertise, and ability.
2. The Privacy Boutique is subject to an obligation of best efforts and not an obligation to achieve a specific result.
3. The Client shall timely provide all information, documents, data, cooperation, and access to systems, applications, environments, and other facilities reasonably required for the performance of the assignment. The Client guarantees that such information is accurate, complete, and up to date.
4. If the Client fails to comply with its obligations in time, The Privacy Boutique is entitled to suspend its services. Any resulting costs, delays, or additional work shall be borne by the Client.
5. Timeframes for performance are indicative and shall not be considered strict deadlines unless expressly agreed otherwise in writing.

Article 5 – Engagement of Third Parties

1. The Privacy Boutique is entitled to engage third parties in the performance of the agreement if it deems this necessary. The Privacy Boutique shall, where reasonably possible, inform the Client in advance, unless the nature of the work or circumstances prevent this.
2. The Privacy Boutique shall exercise due care in selecting third parties.
3. The Privacy Boutique shall not be liable for failures of third parties instructed directly by the Client or appointed at the Client’s request.

Article 6 – Fees and Payment

1. Services are provided based on an agreed hourly rate, project fee, fixed fee, or other written pricing arrangement.
2. All amounts are exclusive of VAT and any other governmental levies unless stated otherwise.
3. Unless otherwise agreed in writing, services based on time spent are invoiced monthly in arrears. Fixed-price assignments are invoiced according to the agreement or, in the absence thereof, upon completion of the project.
4. Invoices must be paid within fourteen (14) days of the invoice date.
5. In case of late payment, the Client is automatically in default without requiring notice of default.
6. From the due date, statutory commercial interest shall be payable.
7. All reasonable judicial and extrajudicial collection costs shall be borne by the Client.
8. The Privacy Boutique is entitled to suspend its services as long as outstanding invoices remain unpaid in full.

Article 7 – Confidentiality

1. Parties shall treat all confidential information obtained in the context of the agreement as strictly confidential.
2. Confidential information shall only be used for the performance of the agreement.
3. This obligation does not apply where disclosure is required by law or court order.
4. This obligation survives termination of the agreement.

Article 8 – Intellectual Property and Reuse

1. All intellectual property rights relating to advice, reports, analyses, models, templates, formats, policies, procedures, documentation, training materials, presentations, and other materials created or provided by The Privacy Boutique remain exclusively vested in The Privacy Boutique.
2. The Client obtains a non-exclusive, non-transferable right of use for internal business purposes only.
3. The Privacy Boutique expressly reserves the right to reuse, further develop, and apply knowledge, experience, methodologies, workflows, structures, formats, templates, models, and other non-confidential elements developed during assignments for other clients, products, services, training, and publications.
4. Such reuse shall not involve disclosure of confidential Client information or render the Client directly or indirectly identifiable.
5. The Privacy Boutique may use generalised, anonymised, and non-traceable experiences, insights, and best practices for knowledge development, training, publications, services, and marketing purposes.
6. Names, logos, trade names, trademarks, and other identifying characteristics of the Client may only be used with prior written consent.

Article 9 – Liability

1. The Privacy Boutique performs its services with the care expected of a reasonably competent and professional service provider.
2. Any liability is limited to the total fees paid by the Client for the relevant assignment in the twelve (12) months preceding the event giving rise to liability, with a maximum of EUR 10,000.
3. Where applicable insurance coverage exists, liability is limited to the amount actually paid out by the insurer, plus any applicable deductible.
4. The Privacy Boutique is not liable for indirect or consequential damages, including loss of profit, loss of revenue, missed savings, reputational damage, data loss, business interruption, or third-party claims.
5. The Privacy Boutique may rely on information provided by the Client and is not liable for damages resulting from incorrect, incomplete, or late information or system access.
6. Advice is based on laws and circumstances applicable at the time of issuance. The Privacy Boutique is not liable for changes in legislation, case law, policy, or supervisory practice thereafter.
7. Unless expressly agreed otherwise, The Privacy Boutique does not guarantee any outcome of legal proceedings, audits, investigations, certifications, or supervisory processes.
8. The Privacy Boutique is not liable for third parties engaged at the Client’s request or recommendation.
9. The Client indemnifies The Privacy Boutique against third-party claims arising from information or instructions provided by the Client.
10. Complaints must be submitted in writing within thirty (30) days of discovery.
11. Any claim expires if not submitted in writing within twelve (12) months after the Client became aware or could reasonably have become aware of the damage.
12. In all cases, claims expire twenty-four (24) months after termination of the assignment.
13. The limitations in this article do not apply in cases of intent or deliberate recklessness by The Privacy Boutique.

Article 10 – Use of Technology and AI

1. The Privacy Boutique may use digital tools, automation, and artificial intelligence systems in the performance of its services.
2. The Privacy Boutique remains responsible for the professional evaluation of outputs generated by such tools.
3. Appropriate technical and organisational measures shall be taken to protect confidential information and personal data.
4. Unless otherwise agreed, The Privacy Boutique shall not input confidential Client information into public AI systems in a manner that could result in such information being used for third-party training purposes.

Article 11 – Privacy and Personal Data

1. Where The Privacy Boutique processes personal data, it shall do so in compliance with applicable data protection laws.
2. The Privacy Boutique acts as an independent service provider and not as a processor, unless explicitly agreed otherwise.
3. The Client remains responsible for the lawful processing of personal data within its organisation.
4. The Privacy Boutique may implement appropriate technical and organisational security measures.

Article 12 – Supervision, Enforcement and Fines

1. Advice provided by The Privacy Boutique is based on a professional interpretation of applicable laws, case law, guidelines, and professional standards.
2. The Privacy Boutique does not guarantee that supervisory authorities or courts will adopt the same interpretation.
3. Compliance with advice does not guarantee that no investigation, enforcement action, penalty, or fine will be imposed.
4. The Privacy Boutique is not liable for damages arising from supervisory actions or enforcement measures, except in cases of intent or deliberate recklessness.
5. The Client remains fully responsible for compliance with applicable laws and regulations.

Article 13 – References

1. The Privacy Boutique shall not use the Client as a reference in marketing materials, proposals, presentations, publications, websites, or social media without prior written consent.
2. This does not affect the use of fully anonymised and non-traceable experiences in accordance with Article 8.

Article 14 – Force Majeure

1. The Privacy Boutique is not obliged to fulfil its obligations if prevented by force majeure.
2. Force majeure includes illness, incapacity for work, IT failures, cyber incidents, internet disruptions, supplier failures, governmental measures, and other circumstances beyond its reasonable control.
3. Obligations are suspended during force majeure. If force majeure lasts longer than sixty (60) days, either party may terminate the agreement in writing.

Article 15 – Complaints

1. Complaints must be submitted as soon as possible and no later than thirty (30) days after discovery.
2. Filing a complaint does not suspend payment obligations.
3. Parties shall endeavour to resolve complaints amicably.

Article 16 – Duration and Termination

1. An indefinite agreement may be terminated in writing with one (1) months’ notice.
2. Either party may terminate the agreement with immediate effect in case of material breach not remedied within a reasonable period.
3. All services rendered and costs incurred remain payable.
4. Provisions intended by their nature to survive termination shall remain in force.

Article 17 – Governing Law and Jurisdiction

1. All legal relationships between The Privacy Boutique and the Client are governed exclusively by Dutch law.
2. Disputes shall be submitted exclusively to the competent court in the district where The Privacy Boutique is established, unless mandatory law provides otherwise.

Article 18 – Final Provisions

1. If any provision is invalid in whole or in part, the remaining provisions shall remain in full force.
2. Parties shall replace any invalid provision with one that closely reflects its purpose and intent.
3. The Privacy Boutique is entitled to amend these terms and conditions. Amended terms shall apply from the date of publication.