Article 1: General & Definitions
1.1 Applicability. These General Terms and Conditions (“Terms”) apply to all offers, proposals, orders, Statements of Work, Advisory Blocks, Fractional Counsel arrangements, Project Delivery engagements, and any other agreements or legal acts between Habby B.V. trading as 4URight™ (the “Consultant”) and any customer (the “Client”), as well as to all pre-contractual negotiations and non-contractual obligations arising out of or in connection with the foregoing. The Client’s general terms and conditions are expressly rejected unless the Consultant accepts them in writing.
1.2 B2B Focus. The Services are offered exclusively to Clients acting in the course of a business or profession. If the Client qualifies as a consumer under applicable law, additional or different rules may apply and must be expressly agreed in writing in advance.
1.3 Formation. An agreement is concluded when the conditions specified under article 3 are met.
1.4 Changes. Deviations from or amendments to these Terms are valid only if agreed in writing and expressly identified as such.
1.5 Electronic communications. “In writing” includes email and electronic signatures. Notices are effective upon receipt at the designated contact addresses.
1.6 Definitions.
“Services” means the consulting, advisory, drafting, review, training, audit-readiness and related services provided by the Consultant as further described in Article 2 or an Order/SOW.
“Deliverables” means materials produced by the Consultant specifically for the Client under an Order/SOW (e.g., policies, contracts, assessments, playbooks).
“Confidential Information” means any non-public information disclosed by either the Client or the Consultant (each a “Disclosing Party”) to the other (the “Receiving Party”) in connection with the Services, whether oral, written, visual, electronic, or in any other form. Confidential Information includes, without limitation, trade secrets, business plans, financial data, customer and supplier information, technical data, product roadmaps, source materials, policies, templates, assessments, and know-how. Confidential Information does not include information that:
is or becomes publicly available other than through a breach of the Agreement;
is lawfully obtained by the Receiving Party from a third party not under a duty of confidentiality;
was already known to the Receiving Party without restriction prior to disclosure; or
is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.
“Data Protection Laws” means the GDPR and national implementations and guidance of competent supervisory authorities, and any other applicable privacy laws.
“Personal Data,” “Controller,” “Processor,” “Processing,” and “Data Subject” have the meanings given in the GDPR.
“Business Day” means a day other than Saturday, Sunday or a public holiday in the Netherlands.
“Fees” means the amounts payable by the Client for the Services, exclusive of VAT and out-of-pocket expenses.
“Force Majeure” has the meaning in Article 9.
“Subcontractor” means a third party engaged by the Consultant under its control to perform the Services.
“Independent Third Party” means a professional or service provider engaged by the Client, or jointly with the Client, in an independent capacity.
1.7 No guarantee of result. The Consultant does not guarantee that any specific (financial, regulatory, or litigation) outcome will be achieved.
Article 2: Scope
2.1 Non-binding offers. All proposals, quotations, and offers from the Consultant are non-binding unless expressly designated as binding in writing.
2.2 Scope of Services. 4URight™ provides digital legal consultancy and compliance advisory services to businesses, with a focus on the following areas:
GDPR & Privacy: including but not limited to DPIAs, RoPAs, DPAs and SCCs, TIAs, cookie and tracking compliance, consent governance, and data retention/deletion strategies.
Intellectual Property & Authors’ Rights: including copyright and neighbouring rights, licensing, royalties, takedowns, and portfolio strategies for code, content, and media.
Contracts & Licensing: including technology agreements, SaaS, data sharing, creator and agency agreements, distribution and collective management interfaces.
Product, Platform & Content Law: including terms and policies, marketplace rules, UGC moderation standards, platform liability, notice-and-action obligations under the Digital Services Act and other regulations.
Compliance Architecture: including policy systems, registers, controls, audits, training, incident response, and regulator-readiness support.
2.3 Business Clients. The Services are provided exclusively to Clients acting in the course of business or a profession (B2B). Consumer contracts are excluded from the scope of these Terms.
2.4 Implied acceptance. A Client who has previously entered into an agreement with the Consultant under these Terms shall be deemed to have tacitly agreed to the applicability of these Terms to all subsequent agreements with the Consultant.
2.5 No exclusivity. Unless expressly agreed in writing, the Consultant remains free to provide services to other clients, including competitors of the Client.
2.6 No litigation or law firm services. The Consultant is not a law firm and shall not represent Clients in court proceedings. Communications are not covered by legal professional privilege, except as expressly provided in Article 6.
Article 3: Formation of the Agreement
3.1 Conclusion of the Agreement. An agreement between the Client and the Consultant is concluded when:
the Consultant confirms acceptance of an assignment, order, or Statement of Work in writing (including by email or electronic signature); or
the Client signs and returns a proposal, quotation, or Statement of Work issued by the Consultant; or
the Consultant commences performance of the Services at the express request of the Client.
3.2 Changes in scope. Amendments or additions to assignments are effective only if confirmed in writing (including email) by the Consultant. Where the Client requests urgent changes and the Consultant commences performance before written confirmation, the Parties shall confirm the change in writing within five (5) Business Days. If no written confirmation is issued within that period, the original scope remains in force and any urgent work performed will be billed separately.
3.3 Commencement of Services. The Consultant may condition the start of Services on the receipt of an advance payment, security, or other agreed preconditions.
3.4 Electronic execution. Agreements, Orders, and Statements of Work may be validly executed electronically, including by digital signature or confirmation via business email.
3.5 Duration.
Fixed-scope assignments remain in force until completion of the agreed Deliverables, unless terminated earlier in accordance with these Terms.
Fractional or ongoing counsel engagements are agreed for an initial period of one (1) month and automatically renew on a rolling monthly basis unless terminated by either Party with thirty (30) days’ prior written notice.
Project delivery programs remain effective for the agreed project duration and conclude upon final handover, unless expressly extended in writing.
Article 4: Obligations of the Consultant
4.1 Best efforts. The Consultant shall perform the Services with due care, professional skill, and in accordance with applicable law, relevant EU regulations, and international standards, acting at all times in the best interests of the Client as reasonably possible within the agreed scope. This Article does not alter the content of Article 1.7.
4.2 Compliance. The Consultant shall carry out the Services in line with applicable law, relevant EU law (including Data Protection Laws), and, where appropriate, international law and regulatory guidance.
4.3 Information reliance. The Consultant is entitled to rely on the accuracy and completeness of information and documents provided by the Client. The Consultant is not obliged to verify such information independently unless expressly agreed.
4.4 Subcontracting. The Consultant may engage employees, affiliates, or Subcontractors in the performance of the Services, provided that the Consultant remains responsible for their acts and omissions as for its own.
4.5 Privilege disclaimer. The Consultant is not a law firm. Communications between the Consultant and the Client are not subject to legal professional privilege, except to the limited extent described in Article 6.
Article 5: Obligations of the Client
5.1 Duty of cooperation. The Client shall cooperate fully with the Consultant and refrain from any actions that may frustrate, delay, or render impossible the proper execution of the Services.
5.2 Provision of information. The Client shall provide the Consultant with all information, documents, and access reasonably required for the execution of the Services, in a timely, complete, and accurate manner.
5.3 Responsibility for accuracy. The Client is responsible for the correctness, completeness, and reliability of the information and documentation provided, even if these originate from Third-Parties.
5.4 Compliance with law. The Client shall ensure that its own activities, instructions, and use of the Consultant’s Deliverables comply with applicable law, relevant EU law, and international law.
5.5 Duty to inform. The Client must promptly inform the Consultant of facts or circumstances that may be relevant to the execution of the Services, including changes in business structure, operations, or regulatory status.
5.6 Access. Where on-site access is required, the Client shall provide the Consultant and its representatives safe and reasonable access to premises, systems, and relevant personnel.
5.7 Third-Party cooperation. If the Services require coordination with Third-Parties engaged by the Client, the Client shall ensure such Third-Parties cooperate with the Consultant as reasonably necessary.
Article 6: Legal Professional Privilege (and related disclosures)
6.1 Non-law firm notice & scope. The Consultant is not a law firm. As a rule under Dutch law, communications between the Client and the Consultant are not protected by legal professional privilege. This Article governs cases where privilege may arise. Confidentiality obligations are set out in Article 7 and remain fully applicable.
6.2 Privileged channels via external counsel. Where the Client engages external licensed counsel (or the Consultant works at the documented direction of such counsel) and the laws of the relevant jurisdiction recognise privilege (e.g., attorney-client privilege or legal-advice privilege), communications prepared for the dominant purpose of obtaining legal advice or litigation services may be privileged in accordance with that law; any such privilege belongs to the Client.
6.3 Preservation measures. Where the Client wishes to claim privilege, the Parties shall take reasonable steps to preserve it, including:
routing legal requests through external counsel;
labelling communications “Privileged and Confidential - Prepared at the Direction of Counsel”;
limiting circulation to need-to-know recipients; and
segregating privileged materials from operational files.
6.4 Exceptions and mandatory disclosures. Privilege does not extend to communications made for an unlawful purpose, nor does it prevent disclosures that are mandated by applicable law, relevant EU law, or international law (e.g., anti-money-laundering, sanctions, or regulator orders).
6.5 Non-waiver and claw-back. Inadvertent disclosure of potentially privileged material shall not, by itself, constitute a waiver. Upon written notice, the receiving Party shall promptly return, sequester, or destroy the identified material and any copies and shall not use it, without prejudice to its right to challenge the privilege claim before the competent authority.
6.6 Survival. The provisions of this Article 6 survive termination. Nothing in this Article restricts either Party from complying with binding orders of competent authorities.
Article 7: Confidentiality Obligations
7.1 Duty of confidentiality. Each Party shall treat as strictly confidential all Confidential Information (as defined in Article 1.6(c)) disclosed or made available in connection with the Agreement. Confidential Information may be used solely for the performance of the Services and shall not be disclosed to Third-Parties without the prior written consent of the Disclosing Party, except as permitted in this Article or as required under applicable law, relevant EU law, or international law.
7.2 Receiving Party’s obligations. The Receiving Party shall:
restrict access to Confidential Information to personnel, subcontractors, or advisers who have a legitimate “need to know” for the performance of the Services, provided they are bound by confidentiality obligations at least as strict as those in this Agreement;
apply appropriate technical and organisational measures to protect Confidential Information against unauthorised access, disclosure, alteration, or loss, consistent with applicable law, relevant EU law (including the GDPR), and recognised international standards;
not copy, reverse engineer, or reproduce Confidential Information except as strictly necessary for the purpose of performing the Agreement;
promptly notify the Disclosing Party of any actual or suspected unauthorised disclosure or use of Confidential Information and cooperate in mitigating its effects.
7.3 Exclusions. The obligations in Article 7.1 shall not apply to information which the Receiving Party can demonstrate:
is or becomes publicly available without breach of this Agreement;
was lawfully obtained from a third party not bound by confidentiality;
was already lawfully known to the Receiving Party without restriction prior to disclosure; or
was independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information.
7.4 Duration. Confidentiality obligations shall remain in effect during the term of the Agreement and for a period of five (5) years thereafter, unless longer retention is required by applicable law, relevant EU law, or international law.
7.5 Return or destruction. Upon termination of the Agreement, or at the written request of the Disclosing Party, the Receiving Party shall promptly return or securely destroy all Confidential Information (including copies, extracts, or reproductions), unless retention is required under applicable law, relevant EU law, international law, or for legitimate record-keeping purposes.
7.6 Non-waiver of other rights. Nothing in this Article shall limit either Party’s rights to seek injunctive relief, damages, or other remedies in the event of a breach of confidentiality.
7.7 Survival. The obligations of this Article survive termination of the Agreement.
Article 8: Obligation to Report Illegal Activities
8.1 Duty to report. If, in the course of performing the Services, the Consultant becomes aware of activities by the Client that constitute or may reasonably be suspected to constitute illegal conduct under applicable law, relevant EU law, or international law (“Illegal Activities”), the Consultant has a duty to report such activities to the appropriate authorities.
8.2 Scope of Illegal Activities. Illegal Activities include, without limitation: fraud, bribery, corruption, money laundering, insider trading, violations of competition law, breaches of sanctions, environmental crimes, violations of data protection laws, and other conduct that may cause harm to individuals, the public, or the integrity of the business environment.
8.3 Notification and cooperation. The Consultant shall:
promptly report Illegal Activities to the designated authorities, which may include law enforcement agencies, regulators, or other competent bodies.
provide such authorities with relevant information and documentation reasonably necessary to support their investigation, in compliance with applicable law, relevant EU law, and international law.
cooperate fully with authorities in good faith, including by providing testimony, attending interviews, or assisting in recovery of unlawfully obtained assets, where required.
8.4 Protection against retaliation.
8.4.1. The Client may not retaliate against the Consultant for making a good-faith report of Illegal Activities.
8.4.2. Any retaliation, including termination, discrimination, or threats, shall constitute a material breach of the Agreement and may entitle the Consultant to seek remedies under applicable law.
8.5 Confidentiality. Information relating to reports under this Article shall be handled with strict confidentiality, consistent with applicable law, relevant EU law, and international law. Communications with external counsel regarding such reports may, where applicable, be subject to professional privilege as determined under the relevant legal system.
Article 9: Force Majeure & Termination for Cause
9.1 Force Majeure. Neither Party shall be liable for failure or delay in performing its obligations under the Agreement if such failure or delay results from circumstances reasonably beyond its control (“Force Majeure”), including but not limited to: natural disasters, strikes, lockouts, pandemics, government measures, war, terrorism, cyberattacks, utility failures, or interruptions of transport or communication networks.
9.2 Notification. A Party affected by Force Majeure shall promptly notify the other Party in writing of the occurrence, expected duration, and anticipated effects of the Force Majeure event, and shall take reasonable steps to mitigate its impact.
9.3 Suspension. The obligations of the affected Party shall be suspended during the period of Force Majeure. If the event continues for more than sixty (60) days, either Party may terminate the Agreement by written notice, without liability, except for obligations accrued prior to the event.
9.4 Termination for cause. Either Party may terminate the Agreement with immediate effect if the other Party materially breaches its obligations under the Agreement and fails to cure such breach within ten (10) Business Days after receiving written notice.
9.5 Immediate termination. Notwithstanding Article 9.4, either Party may terminate the Agreement immediately, without prior notice, if the other Party:
is declared insolvent, bankrupt, or enters into suspension of payments;
ceases or transfers its business operations in whole or in substantial part;
becomes subject to seizure or attachment affecting performance of the Agreement; or
engages in unlawful conduct under applicable law, relevant EU law, or international law, that materially impairs the trust between the Parties.
Article 10: Collaboration with Third-Parties
10.1 Engagement of Third-Parties. When carrying out the Services, the Consultant may, where necessary or desirable, engage Third-Party experts or service providers not belonging to its own organization, provided this is reasonably required for the performance of the Services.
10.2 Responsibility. The Consultant remains responsible for the acts and omissions of its Subcontractors (as defined in Article 1.6(i)), but shall not be liable for the performance or advice of Independent Third-Parties (as defined in Article 1.6(j)) engaged by the Client or with the Client’s approval.
10.3 Coordination with Client’s Third-Parties. If the Client engages Third-Parties to provide services in relation to the same assignment, the Client shall ensure their cooperation with the Consultant. The Consultant shall not be responsible for any shortcomings, delays, or additional costs resulting from the actions or omissions of such Third-Parties.
10.4 No liability for external tools or platforms. Where the Services require use of Third-Party tools, platforms, or cloud solutions (e.g. SaaS or data hosting providers), the Consultant shall not be liable for the performance, availability, or security of such Third-Party services, except to the extent otherwise required by applicable law, relevant EU law, or international law.
Article 11: Consultant’s Responsibility for Shortcomings and Limitation of Liability
11.1 General duty of care. The Consultant shall perform the Services with reasonable care and professional competence. If the Consultant fails to do so and the Client suffers direct loss or damage as a result, the Consultant may be held liable only as set out in this Article.
11.2 Exclusions. The Consultant shall not be liable for:
indirect, consequential, or special damages, including loss of profits, loss of revenue, business interruption, loss of goodwill, or reputational damage;
errors or delays resulting from incomplete, inaccurate, or late information provided by the Client;
defects caused by Third-Parties engaged by or on behalf of the Client;
the use or implementation of Deliverables for purposes other than those agreed.
11.3 Limitation of liability. Any liability of the Consultant shall in all cases be limited to the total Fees paid by the Client for the Services in the twelve (12) months preceding the event giving rise to liability, with an aggregate maximum equal to such amount.
11.4 Exceptions. The limitation in Article 11.3 shall not apply in cases of:
willful misconduct or gross negligence on the part of the Consultant;
liability that cannot be lawfully excluded or limited under applicable law, relevant EU law, or international law.
11.5 Duty to mitigate. The Client shall take all reasonable steps to mitigate damages and shall notify the Consultant in writing of any alleged shortcoming or damage within one (1) month of discovery. Failing such timely notice, any claim shall lapse.
11.6 Time-bar. Any claim against the Consultant shall expire six (6) months after the date on which the Client became aware, or reasonably should have become aware, of the event giving rise to the claim.
Article 12: Client’s Responsibility for Shortcomings
12.1 Consequences of non-compliance. If and to the extent that shortcomings in the performance of the Services by the Consultant are the result of the Client’s failure to fulfil its obligations under these Terms, including but not limited to Articles 5 and 7, such shortcomings shall not be attributable to the Consultant.
12.2 Liability for information. The Client is solely responsible for ensuring that all information, data, and documentation provided to the Consultant are complete, accurate, and lawful. Any errors or delays arising from the Client’s failure to provide timely and reliable information shall be borne by the Client.
12.3 Costs of correction. If shortcomings arise due to the Client’s breach of obligations, the Consultant may charge the Client for all reasonable costs required to correct or mitigate the resulting issues.
12.4 Indemnity. The Client shall indemnify and hold harmless the Consultant against any Third-Party claims, damages, or penalties arising out of or connected with:
the Client’s failure to comply with applicable law, relevant EU law, or international law;
the Client’s breach of these Terms;
the use or misuse of the Consultant’s Deliverables contrary to the Agreement.
Article 13: Termination by Client
13.1 Right to terminate. The Client may terminate the Agreement at any time by providing thirty (30) days’ prior written notice to the Consultant.
13.2 Payment on termination. In the event of termination, the Client shall pay the Consultant for all Services performed and Deliverables provided up to the effective date of termination, together with any agreed Fees for work already committed or scheduled.
13.3 Termination for cause. The Client may terminate the Agreement with immediate effect if the Consultant:
materially breaches its obligations under the Agreement and fails to remedy such breach within ten (10) Business Days of receiving written notice;
becomes insolvent, bankrupt, or subject to suspension of payments;
ceases its business activities in whole or in substantial part.
13.4 Survival. Termination by the Client shall not affect provisions of the Agreement that by their nature are intended to survive, including confidentiality, liability, governing law, dispute resolution, and payment obligations accrued prior to termination.
Article 14: Suspension, Dissolution, and Termination by the Consultant
14.1 Grounds for suspension or termination. The Consultant may suspend performance of the Services, or terminate the Agreement in whole or in part with immediate effect, if the Client:
fails to fulfil any obligation under the Agreement, in whole or in part, and does not cure such failure within ten (10) Business Days of written notice;
applies for, or is declared subject to, insolvency, bankruptcy, or suspension of payments;
becomes subject to attachment, seizure, or enforcement measures that materially impair its ability to perform its obligations;
ceases, liquidates, or transfers its business operations in whole or in substantial part; or
fails to pay any invoice by its due date.
14.2 Measures available. In the circumstances of Article 14.1, the Consultant may, at its discretion:
suspend its obligations until the Client provides adequate assurances of performance;
demand full or partial advance payment or other adequate security;
terminate the Agreement in whole or in part by written notice, without judicial intervention, without prejudice to the Consultant’s right to claim damages.
14.3 Limitation of liability. The Consultant shall not be liable for any loss or damage suffered by the Client as a result of suspension or termination under this Article, except to the extent required under applicable law, relevant EU law, or international law.
Article 14: Suspension, Dissolution, and Termination by the Consultant
14.1 Grounds for suspension or termination. The Consultant may suspend performance of the Services, or terminate the Agreement in whole or in part with immediate effect, if the Client:
fails to fulfil any obligation under the Agreement, in whole or in part, and does not cure such failure within ten (10) Business Days of written notice;
applies for, or is declared subject to, insolvency, bankruptcy, or suspension of payments;
becomes subject to attachment, seizure, or enforcement measures that materially impair its ability to perform its obligations;
ceases, liquidates, or transfers its business operations in whole or in substantial part; or
fails to pay any invoice by its due date.
14.2 Measures available. In the circumstances of Article 14.1, the Consultant may, at its discretion:
suspend its obligations until the Client provides adequate assurances of performance;
demand full or partial advance payment or other adequate security;
terminate the Agreement in whole or in part by written notice, without judicial intervention, without prejudice to the Consultant’s right to claim damages.
14.3 Limitation of liability. The Consultant shall not be liable for any loss or damage suffered by the Client as a result of suspension or termination under this Article, except to the extent required under applicable law, relevant EU law, or international law.
Article 15: Consequences of Termination
15.1 Cessation of obligations. Upon termination of the Agreement, whether by the Client or the Consultant, the Parties shall no longer be bound to perform further obligations, except as otherwise provided in these Terms. Termination of the Agreement shall be governed by the notice periods and procedures set out in Articles 9, 13, and 14.
15.2 Accrued rights. Termination shall not affect any rights or remedies accrued by either Party up to the effective date of termination, including the right to payment of outstanding Fees.
15.3 Return or destruction of materials. Upon termination of the Agreement, or at the Client’s written request, each Party shall promptly return or securely destroy all Confidential Information of the other Party in its possession (including copies, extracts, or reproductions), unless retention is required under applicable law, relevant EU law, or international law, or for legitimate record-keeping purposes. The Consultant’s obligations under this Article are further subject to its right of retention under Article 17 and to statutory retention requirements.
15.4 Survival of provisions. The following provisions, among others, shall survive termination: confidentiality, data protection, limitation of liability, indemnities, intellectual property, governing law, dispute resolution, and payment obligations accrued prior to termination.
Article 16: Document Delivery and Deadlines
16.1 Client’s obligation to deliver materials. Unless otherwise agreed in writing, the Client shall provide the Consultant with all required books, documents, administrative data, and other relevant materials digitally, in a timely manner and at least once per month where recurring services are concerned.
16.2 Format and method. Delivery by the Consultant to the Client shall take place in the format and manner reasonably determined by the Consultant, unless otherwise agreed in writing.
16.3 Consequences of delay. If the Client fails to deliver the required materials on time, in the agreed format, or at all, the Consultant may suspend its work until such materials are received. The Consultant shall not be liable for any damage or delay resulting from such suspension.
16.4 Retention of documents. The Consultant shall retain working documents, correspondence, and relevant files only for as long as required under applicable law, relevant EU law, or international law, after which such documents may be securely destroyed. The Consultant is not obliged to retain documents beyond statutory requirements unless expressly agreed.
Article 17: Right of Retention
17.1 Retention right. The Consultant shall be entitled to suspend the delivery of Deliverables, documents, or other materials created or held in the course of the Services until the Client has fulfilled all outstanding payment obligations, including interest and costs owed.
17.2 Scope. Items subject to this right of retention include, without limitation, contracts, policies, registers, reports, correspondence, and other data carriers prepared or obtained in connection with the Services.
17.3 Security. The Consultant may require the Client to provide adequate security, such as an irrevocable bank guarantee, before releasing retained items.
17.4 Limitations. The Consultant shall exercise the right of retention reasonably and proportionately, taking into account the Client’s legitimate interests and subject to applicable law, relevant EU law, and international law.
Article 18: Financial Terms and Fees
18.1 Basis of fees. Unless otherwise agreed in writing, the Consultant’s fees shall be calculated on the basis of time spent and applicable hourly or daily rates, or fixed-fee arrangements as specified in an Order, Proposal, or Statement of Work.
18.2 Expenses. In addition to fees, the Client shall reimburse the Consultant for reasonable out-of-pocket expenses (such as travel, accommodation, and Third-Party costs) incurred in connection with the Services, provided such expenses are properly substantiated.
18.3 Estimates. Any fee estimates provided by the Consultant are indicative only and not binding, unless expressly stated otherwise in writing.
18.4 Advance payments. The Consultant may request advance payments or retainers. Advance payments shall be set off against the final invoice.
18.5 Taxes. All fees and expenses are exclusive of VAT and other applicable taxes, which shall be borne by the Client.
Article 19: Specification of Invoices
19.1 Invoice details. Unless otherwise agreed in writing, each invoice shall specify, in reasonable detail, the Services performed, the time spent (if applicable), the applicable rates or agreed fixed fees, and any expenses charged.
19.2 Clarity. The Consultant shall ensure that invoices provide the Client with sufficient information to understand the basis of the charges.
19.3 Electronic invoicing. Invoices may be issued and delivered electronically. The Client agrees to accept electronic invoices unless it has expressly requested paper invoices in advance.
Article 20: Complaints Procedure
20.1 Filing of complaints. The Client shall submit any complaints regarding the Services or Deliverables in writing within thirty (30) days of delivery, or within thirty (30) days of discovering a defect that could not reasonably have been identified earlier.
20.2 Content of complaint. The complaint shall include a clear and substantiated description of the grievances or defects.
20.3 Response by Consultant. The Consultant shall respond to the Client in writing within fourteen (14) days of receipt of the complaint, indicating whether and how the complaint will be addressed.
20.4 No suspension of payment. Complaints shall not entitle the Client to suspend payment of invoices.
20.5 Complaints about invoices. Any complaints concerning invoices must be submitted within two (2) weeks of the invoice date. Failure to do so shall render the invoice final and binding, unless the Client demonstrates that it could not reasonably have discovered the issue earlier.
Article 21: Intellectual Property
21.1 Ownership of Consultant’s materials. All intellectual property rights, including but not limited to copyrights, database rights, trademarks, designs, know-how, methodologies, templates, software, and working methods developed or used by the Consultant in the course of providing the Services, shall remain the exclusive property of the Consultant, regardless of the Client’s contribution.
21.2 Deliverables. Subject to full payment of all Fees, the Client shall receive a non-exclusive, non-transferable right to use the Deliverables prepared specifically for the Client under an Order or Statement of Work, solely for the Client’s internal business purposes and in accordance with the Agreement.
21.3 Restrictions. The Client may not reproduce, distribute, disclose, license, or otherwise make available Deliverables or Consultant’s materials to Third-Parties without the Consultant’s prior written consent, except as required under applicable law, relevant EU law, or international law.
21.4 Third-Party rights. If the Deliverables incorporate Third-Party intellectual property, such use shall be subject to the licensing terms of the relevant third party. The Consultant shall use reasonable efforts to inform the Client of such terms.
21.5 Portfolio use. The Consultant may reference the Client’s name, logo, and the general nature of the Services in its portfolio, proposals, and marketing materials, unless the Client expressly objects in writing.
Article 22: Payment Terms and Collection
22.1 Payment period. All invoices shall be paid by the Client within seven (7) days of the invoice date, unless otherwise agreed in writing.
22.2 Default. If payment is not received within the term set in Article 22.1, the Client shall be in default without further notice. From that date, the Client shall owe statutory commercial interest until payment is made in full.
22.3 Collection costs. In the event of late payment, the Client shall also be liable for all reasonable extrajudicial and judicial collection costs incurred by the Consultant, which shall in any case include a fixed minimum of forty euros (€40) in accordance with Article 6 of Directive 2011/7/EU and its national implementations. Extrajudicial collection costs shall be deemed to amount to at least fifteen percent (15%) of the outstanding principal sum plus VAT.
22.4 Allocation of payments. Payments made by the Client shall first be applied to collection costs and interest, and subsequently to the oldest outstanding invoices, regardless of any indication by the Client to the contrary.
22.5 Suspension of Services. If the Client fails to make timely payment, the Consultant shall be entitled to suspend performance of the Services until payment has been received in full, without prejudice to its other rights under these Terms or applicable law, relevant EU law, or international law.
Article 23: Amendment of the General Terms and Conditions
23.1 Right to amend. The Consultant reserves the right to amend or supplement these General Terms and Conditions from time to time.
23.2 Notification. Clients will be informed of any amendments in writing or electronically.
23.3 Applicability of amendments. Unless otherwise specified, amendments shall apply to all new assignments as of their effective date. For ongoing assignments, amendments shall apply thirty (30) days after notification, unless the Client objects in writing before that date.
23.4 Objection. If the Client objects to the amended Terms in accordance with Article 23.3, the existing Terms shall continue to govern the ongoing assignment until its completion, unless continuation under the old Terms would conflict with applicable law, relevant EU law, or international law.
Article 24: Language, Severability, and Privacy & Data Protection
24.1 Language. These Terms are drawn up in the English language for convenience. In case of discrepancies between the English text and any translation, the English version shall prevail, unless otherwise required under mandatory Dutch law.
24.2 Severability. If any provision of these Terms is found invalid or unenforceable, the remaining provisions shall remain in full force and effect. The invalid or unenforceable provision shall be replaced by a valid provision that most closely reflects the Parties’ original intent, in accordance with applicable law, relevant EU law, and international law.
24.3 Privacy and data protection.
24.3.1 The Consultant processes personal data in accordance with applicable law, relevant EU law (including the General Data Protection Regulation), and international law. Details of how personal data is processed are set out in the Consultant’s Privacy Policy, as amended from time to time, available at [https://www.4uright.com/terms-and-condition] or provided to the Client upon request.
24.3.2. Where the Parties enter into a separate Data Processing Agreement (“DPA”), the terms of that DPA shall govern the Processing of Personal Data and shall prevail over these Terms in the event of any conflict limited to such processing.
24.4 Precedence of law. Nothing in these Terms shall be interpreted or applied in a way that excludes, restricts, or overrides mandatory rights or obligations under applicable law, relevant EU law, or international law.
Article 25: Governing Law & Jurisdiction
25.1 Governing law. This Agreement, and any dispute, claim, or non-contractual obligation arising out of or in connection with it, shall be governed exclusively by the laws of the Netherlands.
25.2 Jurisdiction. Any disputes that cannot be resolved amicably shall be submitted to the exclusive jurisdiction of the District Court of Midden-Nederland (Rechtbank Midden-Nederland), location Amersfoort, the Netherlands.
25.3 Negotiation and mediation.
25.3.1 The Parties shall first make reasonable efforts to resolve any dispute through good-faith negotiations.
25.3.2 If unresolved within thirty (30) days of written notice of the dispute, the Parties shall submit the matter to mediation under the MfN Mediation Rules or, if applicable, the NAI Mediation Rules.
A mediator shall be jointly appointed within ten (10) days of a mediation request. If no agreement is reached, either Party may request the Netherlands Arbitration Institute (NAI) to appoint a mediator.
The mediation shall take place in Amersfoort, the Netherlands, and shall be conducted in English, unless otherwise agreed.
Each Party shall ensure that a duly authorized representative attends the mediation.
Mediation communications, documents, and information are strictly confidential and without prejudice, and may not be used in subsequent proceedings except as required by law or to enforce a settlement.
25.4 Duration and conclusion of mediation. The mediation shall commence within fifteen (15) days of the mediator’s appointment and may continue for up to sixty (60) days, unless extended in writing. Mediation is deemed concluded when:
the Parties sign a settlement;
the mediator declares in writing that further efforts are unlikely to succeed; or
sixty (60) days have passed without settlement.
25.5. Court proceedings. Following conclusion of mediation, either Party may initiate court proceedings under Article 25.2. Nothing in this Article prevents either Party from seeking urgent interim relief, conservatory measures, or preliminary injunctions at any time from the competent court in Amersfoort.
Article 26: Miscellaneous
26.1 Assignment. The Client may not assign or transfer its rights or obligations under this Agreement without the prior written consent of the Consultant. The Consultant may assign the Agreement in the context of a corporate reorganization, merger, acquisition, or transfer to an affiliate, provided that such assignment does not materially prejudice the Client.
26.2 Entire agreement. This Agreement (together with any Orders or Statements of Work entered into under it) constitutes the entire agreement between the Parties concerning its subject matter and supersedes all prior proposals, negotiations, representations, or agreements, whether oral or written.
26.3 Amendments. Any modification or amendment to this Agreement shall only be valid if made in writing and signed by both Parties.
26.4 No waiver. Failure or delay by either Party to enforce any provision of this Agreement shall not be construed as a waiver of that provision or of the right to enforce it at a later time.
26.5. Counterparts and electronic signature. This Agreement may be executed in counterparts and signed electronically. Each counterpart shall be deemed an original, but together they constitute one and the same instrument.
26.6. Survival. Provisions concerning intellectual property, indemnities, limitation of liability, confidentiality, data protection, governing law, and dispute resolution shall survive termination of this Agreement.
26.7. Electronic Signatures. This Agreement and any related Orders or Statements of Work may be validly executed by means of electronic signatures within the meaning of Regulation (EU) No 910/2014 on electronic identification and trust services (eIDAS). Such signatures shall have the same legal effect as handwritten signatures, and Qualified Electronic Signatures shall carry the equivalent legal effect of handwritten signatures throughout the European Union.