BlitzAdvisy Official Terms & Conditions: Guiding Your Engagement

Terms and Conditions

These Terms and Conditions operate between you (hereinafter referred to as the Client) and BlitzAdvisy B.V. (hereinafter also referred to as we, our or us). By using any of the services made available by BlitzAdvisy through the Website or in any other way, you agree and acknowledge that you have read, understood, and unconditionally accepted all of the Terms and Conditions. These Terms and Conditions will be explicitly made available to you electronically for your written acceptance.

1. Definitions

1.1 BlitzAdvisy means BlitzAdvisy B.V., a company registered in accordance with the laws of the Netherlands, in Amstelveen, the Netherlands, under Chamber of Commerce number ‘91170257’ and with VAT ID ‘NL865572379B01’ (also referred to as we, our or us).

1.2 Agreement means an agreement to perform Services, which BlitzAdvisy will undertake for the Client. The Agreement will come into force when a Client accepts these Terms and Conditions either by checking the required checkbox indicating acceptance or otherwise in writing.

1.3 Client is the party that requests for certain online digital services to be rendered by BlitzAdvisy against an agreed fee (also referred to as you).

1.4 Client Content means any and all material and information provided by the Client to be used under the Services by BlitzAdvisy.

1.5 Confidential Information means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to or in connection with this Agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such).

1.6 Data Protection Legislation means all applicable legislation in force from time to time in the Netherlands applicable to data protection and privacy including, but not limited to, the retained EU General Data Protection Regulation ((EU) 2016/679) (the “GDPR”) and any applicable guidance or codes of practice issued by the Dutch Data Protection Authority or other applicable regulatory authorities from time to time;

1.7 Intellectual Property Rights means (a) any and all rights in any patents, trademarks, service marks, registered designs, applications (and rights to apply for any of those rights), trade, business and company names, internet domain names and e-mail addresses, unregistered trademarks and service marks, copyrights, database rights, know-how, rights in designs and inventions; (b) rights under licences, consents, orders, statutes or otherwise in relation to a right in paragraph (a); (c) rights of the same or similar effect or nature as or to those in paragraphs (a) and (b) which now or in the future may subsist; and (d) the right to sue for past infringements of any of the foregoing rights.

1.8 Platform means the interactive Client portal through which the Services are offered to the Client, located on the Website.

1.9 Quotation means a more or less specified statement of work and the costs which are related to the performance of these Services which is provided to the Client in advance of the Agreement entering into force.

1.10 Services means all services rendered by BlitzAdvisy (including Subscription Services and One-Off Services) as further described in Article 5 of these Terms and Conditions.

1.11 Website means the BlitzAdvisy website, located at www.blitzadvisy.com.

2. General Provisions

2.1 Applicability. Only these Terms and Conditions are applicable to the creation of, content of and compliance with any Agreement between the Client and BlitzAdvisy.

2.2 Acceptance. Entering into an Agreement with BlitzAdvisy requires the Client’s unconditional acceptance of the applicability of these Terms and Conditions.

2.3 Capacity. The Client may not enter into an Agreement with BlitzAdvisy, nor accept these Terms and Conditions, if the Client does not have the required corporate authority or mental capacity to form a binding legal contract.

2.4 Client’s Terms. Any terms used by Client that contradict these Terms and Conditions are rejected and are therefore not applicable to the Agreement between BlitzAdvisy and Client.

2.5 Relationship. Nothing in these Terms and Conditions shall constitute or be deemed to constitute a partnership, joint venture, agency, or other fiduciary relationship between the Client and BlitzAdvisy other than the contractual relationship expressly provided for.

2.6 Privacy. The Client’s provision of personal information shall be governed by the BlitzAdvisy Privacy Policy.

3. Quotations and formation of Agreement

3.1 Quotations. Quotations and offers made by BlitzAdvisy are, at all times, without obligation and revocable, until the Agreement is formed.

3.2 Errors and Mistakes. BlitzAdvisy cannot be held to its Quotations or offers when Client can reasonably understand that the Quotation or offer, in whole or in part, contains a mistake or error.

3.3 Unforeseen Changes. Any and all quotes in Quotations and offers are possibly subject to alteration as a result of unforeseen changes in the Services.

3.4 Client’s Responsibility. Any services not specified on a Quotation are not part of the Agreement. The Client is responsible for checking that the details of the Quotation are correct and in line with the Client’s wishes.

4. Execution of the Agreement

4.1 Standard. BlitzAdvisy will provide the Services with reasonable skill and care, commensurate with prevailing standards in its industry.

4.2 Actions. BlitzAdvisy will act in accordance with the terms of the Agreement and these Terms and Conditions, and with all reasonable instructions given to it by the Client, provided that such instructions are compatible with the scope of the Agreement.

4.3 Compliance. BlitzAdvisy will comply with all statutes, regulations, standards, and codes of conduct applicable to its Services.

4.4 Change Requests. BlitzAdvisy will use all reasonable endeavours to accommodate any reasonable changes to the Services that may be requested by the Client, subject to the Client’s acceptance of any related reasonable changes to the fees payable that may be due as a result of such changes.

4.5 Third Parties. If and insofar as the proper execution of the Agreement requires, BlitzAdvisy has the right to have certain Services performed by third parties. This right also applies to the situation that BlitzAdvisy is unexpectedly not (fully) able to execute the Agreement due to causes that are not directly attributable to it (unless the nature of the Services dictates otherwise (because the execution could solely be carried out by BlitzAdvisy)).

5. BlitzAdvisy’s Services

5.1 General Services. BlitzAdvisy offers a range of Services designed to enhance technological capabilities, optimise business processes, and provide expert guidance. The most current service offering will be as reflected on the Website.

5.2 Overview of Services. BlitzAdvisy’s services can be divided into Subscription Services and One-Off Services:

a. Subscription Services. These are Services described on the Website and/or Platform as being a recurring service, which will automatically renew for specified terms as selected by you. Each Subscription Service shall come with its own perks as specified on the Website and/or Platform and is subject to these Terms and Conditions.

b. One-Off Services. These are Services described on the Website and/or Platform as being a singular service, which requires a one-off payment. Each One-Off Service shall come with its own perks as specified on the Website and/or Platform and is subject to these Terms and Conditions.

5.3 No Guarantee. You hereby acknowledge and agree that business success is not linear, and the process under the Services may be with ups and downs. You shall clearly communicate with BlitzAdvisy when experiencing issues or problems. 5.3 You hereby acknowledge that BlitzAdvisy is not giving any guarantee of a particular result or outcome of the Services.

5.4 Implementation. Both parties agree to everything reasonably necessary to ensure that the terms of the Agreement take effect. This includes, but is not limited to, any and all decisions to be made by you in connection with the implementation of BlitzAdvisy’s advice and/or recommendations.

5.5 Sessions. If any Service offered by BlitzAdvisy involves the booking of a session or meeting, these sessions and/or meeting shall be booked and scheduled with mutual agreement between the Client and BlitzAdvisy. If the Client is more than 10 minutes late for any booked session without giving notice, BlitzAdvisy is entitled to consider the session to have been foregone.

5.6 Rescheduling Sessions. The Client may reschedule any session by rescheduling the session in the client portal or by emailing BlitzAdvisy up to 24 hours in advance. Cancellations at any later date and/or time shall not be subject to any rescheduling. If the Client provides timely notice of their inability to attend a session, a one-off session may be rescheduled once to another date and time, and any session part of a subscription may be rescheduled for a maximum of two times within any given month.

5.7 Deadlines. Client acknowledges that any deadlines are indicative and do not bind BlitzAdvisy. Any delay caused by conditions beyond the reasonable control of BlitzAdvisy shall not constitute a breach of this Agreement and the Client is not entitled to claim any damages as a result thereof. BlitzAdvisy will always notify the Client of any delay in writing. Delays may result from, among other things, changes in requirements and/or specifications at Client’s initiative.

5.8 Testing. Throughout the term of the Agreement, the Client shall have the ability to inspect, test, and evaluate certain aspects, features, or pre-defined deliverables of the Services, to the extent agreed between the Parties.

5.9 Change in Services. BlitzAdvisy reserves the right to modify, update, or discontinue any of its Services, at its sole discretion. Any changes will be communicated to you in a timely manner.

5.10 Change in Subscription. BlitzAdvisy may change the terms of any of its subscription packages at any time, at its sole and absolute discretion. BlitzAdvisy shall give you reasonable notice if the change is material. Changes will be implemented as of the Client’s next billing cycle, unless the Client cancels the subscription.

6. Client’s Obligations

The following terms apply to all of the Services:

6.1 Provision of Information. The Client will ensure that all data, tools and information, of which BlitzAdvisy has stated it is required for the performance of the Services, or of which the Client should reasonably understand it to be necessary for such performance, will be provided to BlitzAdvisy in a timely, complete and correct manner prior to the commencement of the Services.

6.2 Relevant Information. The Client shall duly inform BlitzAdvisy of any fact and all circumstances that may be relevant in connection with the execution of the Services.

6.3 Client Feedback. BlitzAdvisy may from time to time require the Client’s input or feedback on deliverables prior to use thereof in the course of the Services. The Client will use all reasonable endeavours to respond to BlitzAdvisy as soon as possible.

6.4 Client Guarantee. The Client hereby guarantees the correctness, completeness, and reliability of all information and Client Content provided to BlitzAdvisy.

6.5 Client Content. Client Content should not include any material or information that (i) is unlawful or inappropriate; (ii) that contains a virus or other hostile program; (iii) constitutes harassment, racism, violence or obscenity; or (iv) infringes intellectual property of copyright of any third party.

6.6 Delays. BlitzAdvisy will not be liable for any delays in the provision of the Services that may result from the Client’s failure to comply with any of its obligations or that are due to factors outside BlitzAdvisy’s control.

6.7 Non-Collaboration. During the term of the Agreement and for a period of 1 year following its termination and/or expiry, the Client agrees not to engage in any form of collaboration, partnership, employment, consultancy, or other professional relationship, paid or unpaid, with any current or former employees and/or contractors of BlitzAdvisy whom the Client had contact with or access to during the term of the Agreement. The Client acknowledges that such collaboration could potentially create conflicts of interest or competitive disadvantages and agrees to abide by this restriction.

7. Use of the Platform and Services

7.1 Platform Standard. BlitzAdvisy makes reasonable efforts to ensure that our Platform is complete, accurate, and up-to date. We do however not make any representations, warranties, or guarantees (whether express or implied) that the Platform is complete, accurate or up to date.

7.2 Restrictions in Use. You may only use our Platform and/or Services in a manner that is lawful and that complies with the provisions of this Clause 7. Specifically:

a. you must ensure that you comply fully with any and all local, national or international laws and/or regulations;

b. you must not use the Platform in any way, or for any purpose, that is unlawful or fraudulent;

c. you must not use the Platform to knowingly send, upload, or in any other way transmit data that contains any form of virus or other malware, or any other code designed to adversely affect computer hardware, software, or data of any kind; and

d. you must not use the Platform in any way, or for any purpose, that is intended to harm any person or persons in any way.

7.3 Acceptable Use. When submitting any details or information (or communicating in any other way using the Platform), you must not submit, communicate or otherwise do anything that:

a. is sexually explicit;

b. is obscene, deliberately offensive, hateful or otherwise inflammatory;

c. promotes violence;

d. promotes or assists in any form of unlawful activity;

e. discriminates against, or is in any way defamatory of, any person, group or class of persons, race, gender, religion, nationality, disability, sexual orientation or age;

f. is intended or otherwise likely to threaten, harass, annoy, alarm, inconvenience, upset, or embarrass another person;

g. is likely to deceive;

h. is intended or otherwise likely to infringe (or threaten to infringe) another person’s right to privacy or otherwise uses their personal data in a way that you do not have a right to;

i. misleadingly impersonates any person or otherwise misrepresents your identity or affiliation in a way that is calculated to deceive (obvious parodies are not included within this definition provided that they do not fall within any of the other provisions of this sub-Clause 7.3);

j. infringes, or assists in the infringement of, the intellectual property rights (including, but not limited to, copyright, patents, trade marks and database rights) of any other party; or

k. is in breach of any legal duty owed to a third party including, but not limited to, contractual duties and duties of confidence.

e. We hereby exclude any and all liability arising out of any actions (including, but not limited to those set out above) that We may take in response to breaches of these Terms and Conditions.

8. Payment and terms of payment

8.1 Pricing. All prices stated on the Website or quoted to you are exclusive of any value added tax chargeable thereon, unless explicitly stated otherwise. BlitzAdvisy may increase any fees due with value added tax where applicable.

8.2 Subscription Services

a. Fees. If the Client has entered into an Agreement with BlitzAdvisy to use any of its Subscription Services, the Client shall pay certain recurring subscription fees as quoted. The exact amount of the subscription fees shall depend on the package the Client selects. Fees are payable on either a monthly or a yearly basis, in advance of the month or year.

b. Changes and Refunds. If the Client has opted for any Subscription Service, the Client may update, cancel, or downgrade their subscription at any time. The changes shall be implemented as of the next billing cycle. The Client shall not receive any refund when cancelling a monthly subscription. For yearly subscriptions, the Client may cancel their subscription at any time. The Client shall receive a pro-rata refund for cancelled yearly subscriptions by reference to the remaining period left on the subscription. All amounts not specified in this Article 8.2(b) are non-refundable. BlitzAdvisy may offer a refund at its sole and absolute discretion where due to reasons beyond its reasonable control it was unable to carry out the Services.

c. Distribution of Yearly Subscriptions. If the Client has opted to use a yearly Subscription Service, the Services offered shall remain usable on a monthly basis, under the terms of the subscription.

8.3 One-Off Services

a. Fees. If the Client has entered into an Agreement with BlitzAdvisy to use any of its One-Off Services, the Client shall pay a one-off fee to BlitzAdvisy as agreed, to be received by BlitzAdvisy in advance of the Services commencing.

b. Refunds. No refunds shall be offered for a One-Off Service, unless BlitzAdvisy determines otherwise, at its sole and absolute discretion.

8.4 Payments. Payments for the Services are handled by Stripe. The Client shall be subject to Stripe’s payment terms and conditions when making any payment.

8.5 Invoice. Invoices are issues to the Client via Stripe. The Client must complete any payment due within 10 working days of receipt at the latest. However, BlitzAdvisy is entitled to cease the provision of Services to the Client if the Client has failed to pay by the first day of the new billing cycle. Services shall be reinstated as soon as the Client has completed the payment.

8.6 Late Payment. If the Client fails to pay any amounts due within the specified timeframe, BlitzAdvisy is entitled to charge an interest rate in the amount of 3% over all amounts payable until the amount due has been paid in full. BlitzAdvisy may also suspend the provision of Services until BlitzAdvisy has received payment in full.

8.7 Default. If the Client remains in default after 60 days and after receiving an official reminder from BlitzAdvisy, BlitzAdvisy may proceed to recovery. The costs related to these proceedings will be borne by the Client. If the Client is declared in default, the Client will owe BlitzAdvisy, in addition to the principal sum, the statutory (commercial) interest, (extra)judicial collection costs, attorney’s fees, and possibly other damages.

9. Intellectual Property

9.1 Client Indemnification. The Client hereby warrants and represents that any Client Content provided by the Client shall be the original creation of the Client. The Client hereby indemnifies and holds BlitzAdvisy harmless from and against all claims, suits, threats, demands, liabilities, settlements, costs, expenses, and legal fees relative to any third party’s claim that the Client Content or any other content infringes upon or interferes with any proprietary right of such party, including but not limited to copyrights, trademarks, trade secrets, privacy rights, moral rights, patent, publicity rights, or any other right now or in the future existing.

9.2 License to Use Client Content. The Client hereby grants to BlitzAdvisy a limited, non-exclusive, non-transferable, revocable, worldwide license to use the Client Content for the purpose of providing the Services in accordance with these Terms and Conditions.

9.3 Assignment of Rights. Subject to the Client meeting its payment obligations under these Terms and Conditions, customised (digital) materials created on behalf of the Client by BlitzAdvisy under the BlitzShield Services and Power BI Implementation Services, including but not limited to any images, videos, content, text, and other materials shall be exclusively owned by the Client. BlitzAdvisy shall assign all rights to the Client, and it shall be deemed to have waived any and all moral rights in respect of the same. BlitzAdvisy will execute all documents and take all actions necessary or reasonably requested by the Client to document, obtain, maintain, perfect, or assign its rights in such content. This assignment of rights shall not apply to any materials created by BlitzAdvisy that are not customised to the Client’s needs, or which are in written form.

9.4 Marketing Rights. BlitzAdvisy shall be permitted to list the Client on BlitzAdvisy’s Website and in any of its marketing and advertising, on any medium whatsoever.

9.5 BlitzAdvisy’s Rights. All content included on the Website and the copyright and other intellectual property rights subsisting therein, unless specifically labelled otherwise, belongs to or has been licensed by BlitzAdvisy. All this content is protected by applicable law in the Netherlands and international intellectual property laws and treaties.

10. Liability, Indemnification, and Force Majeure

10.1 No Warranties. Our Services and Website are provided “as is” and on an “as available” basis. BlitzAdvisy may alter, suspend, or discontinue the Services and/or the Website (or part(s) thereof) at any time and without notice. BlitzAdvisy shall not be liable to you in any way if the Website is unavailable. Insofar as is permitted by law, BlitzAdvisy makes no representation, warranty, or guarantee that the Services will meet the Client’s requirements.

10.2 Force Majeure. Neither the Client nor BlitzAdvisy will be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to, power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action, a public health crisis, or any other event that is beyond the control of the party in question.

10.3 Indirect Damages. BlitzAdvisy shall not be liable for any indirect, special, incidental, or consequential damages, however caused. This shall include the loss of profits; loss of sales or business, loss of agreements or contracts; loss of or damage to goodwill; or any other similar loss.

10.4 Direct Damages. To the fullest extent permissible by law, BlitzAdvisy accepts no liability for any loss or damage, whether foreseeable or otherwise, arising out of or in connection with an Agreement or the Services, unless BlitzAdvisy acted with intent or wilful recklessness as to such loss or damages.

10.5 Limitation of Liability. Notwithstanding the preceding, BlitzAdvisy’s liability to the Client in respect of any claims arising out of, or in connection with, this Agreement, whether in contract, tort (including negligence), breach of duty, or otherwise, shall not exceed the total sums paid or payable by the Client to BlitzAdvisy under an Agreement during the 3 months directly preceding the damage arising.

10.6 Indemnification. Both parties hereby undertake to indemnify the other, and to keep the other party at all times fully indemnified, from and against all losses arising as a result of any breach of these Terms and Conditions by the indemnifying party.

11. Confidentiality

11.1 Obligation of Confidentiality. During the course of the Services, BlitzAdvisy may get access to Confidential Information. BlitzAdvisy will protect any such Confidential Information with reasonable measures using the same standards used as it protects its own content with and will not disclose the Confidential Information to any third party.

11.2 Confidential Information. Under these Terms and Conditions, Confidential Information shall include any and all information that is of a confidential nature or of strategic importance. Confidential Information will include items such as business plans, marketing plans and strategies, formula, processes, data, software source codes, financial information, client lists, and all other information deemed confidential by the parties. Confidential Information shall not include information that is generally available to the public, generally known in the industry, exists in the public domain, is learned from an outside source independent from the relationship established by the Agreement or was known prior to the entering of the Agreement.

12. Duration and termination agreement

12.1 Term. The Agreement will commence on the date these Terms and Conditions are accepted in writing by the Client and shall remain in full force and effect until termination of the Agreement in accordance with these Terms and Conditions (in the case of Subscription Services) or completion of the Services (in the case of On-Off Services).

12.2 Termination. Without prejudice to any other right or remedy available to it, either party may terminate the Agreement by giving notice to the other Party in writing or through the Platform in the following circumstances:

12.2.1 the other party commits any other breach of any of the provisions of these Terms and Conditions and, if the breach is capable of remedy, fails to remedy it within 7 days after being given written notice giving full particulars of the breach and requiring it to be remedied;

12.2.2 the other Party has a bankruptcy order made against it or goes into liquidation (except for the purposes of bona fide amalgamation or re-construction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other party under the Agreement);

12.2.3 anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the other party; or

12.2.4 that other Party ceases, or threatens to cease, to carry on business.

13. Data Protection Authority

13.1 Legal Definitions. In this Article 13, the terms “personal data”, “processing”, “data subject”, “controller”, “processor”, and “personal data breach” shall have the meanings defined in the Data Protection Legislation, and the terms “Data Processor” and “Data Controller” shall have the same meanings as “processor” and “controller” respectively. The term “domestic law” means the law of the Netherlands or a part thereof.

13.2 Data Protection Legislation. The parties hereby agree that they shall both comply with all applicable data protection requirements set out in the Data Protection Legislation. This Article 13 shall not relieve either party of any obligations set out in the Data Protection Legislation and does not remove or replace any of those obligations.

13.3 Roles. For the purposes of the Data Protection Legislation and for this Article 13, the Client is the “Data Controller” and BlitzAdvisy is the “Data Processor”.

13.4 Details of Processing. The scope, nature, and purpose of the processing; the duration of the processing; the type(s) of personal data; and the category or categories of data subject are set out in Schedule A.

13.5 Required Consents. The Data Controller shall (without prejudice to the generality of sub-Article 13.2) ensure that it has in place all necessary consents and notices required to enable the lawful transfer of personal data to and the lawful collection of personal data by the Data Processor for the purposes described in these Terms and Conditions and for the duration thereof.

13.6 Data Processor Obligations. The Data Processor shall (without prejudice to the generality of sub-Article 13.2), with respect to any personal data processed by it in relation to its performance of any of its obligations under this Agreement:

13.6.1 not request access to any personal data other than that which is strictly necessary for the provision of the Services (and the Data Controller shall be responsible for ensuring that no further personal data can be accessed) and process the personal data only on the instructions of the Data Controller unless the Data Processor is otherwise required to process such personal data by domestic law. The Data Processor shall promptly notify the Data Controller before carrying out such processing unless it is prohibited from doing so by that law;

13.6.2 ensure that it has in place appropriate technical and organisational measures to protect the personal data from unauthorised or unlawful processing, accidental loss, damage, or destruction. Such measures shall be appropriate and proportionate to the potential harm resulting from such events and to the nature, scope, and context of the personal data and processing involved, taking into account the current state of the art in technology and the cost of implementing those measures. Measures to be taken are set out in Schedule A;

13.6.3 ensure that any and all persons with access to the personal data (whether for processing purposes or otherwise) are contractually obliged to keep that personal data confidential;

13.6.4 not transfer any personal data outside of the European Economic Zone without the prior written consent of the Data Controller and only if the following conditions are satisfied:

i. the Data Controller and/or the Data Processor has/have provided appropriate safeguards for the transfer of personal data;

ii. affected data subjects have enforceable rights and effective legal remedies;

iii. the Data Processor complies with its obligations under the Data Protection Legislation, providing an adequate level of protection to any and all personal data so transferred; and

iv. the Data Processor complies with all reasonable instructions given in advance by the Data Controller with respect to the processing of the personal data;

13.6.5 assist the Data Controller, at the Data Controller’s cost, in responding to any and all requests from data subjects and in ensuring its compliance with the Data Protection Legislation with respect to impact assessments, security, breach notifications, and consultations with supervisory authorities or other applicable regulatory authorities (including, but not limited to, the Dutch Data Protection Authority);

13.6.6 notify the Data Controller without undue delay of any personal data breach of which it becomes aware;

13.6.7 on the Data Controller’s written instruction, delete (or otherwise dispose of) or return all personal data and any and all copies thereof to the Data Controller on termination of this Agreement unless it is required to retain any of the personal data by domestic law; and

13.6.8 maintain complete and accurate records of all processing activities and technical and organisational measures implemented necessary to demonstrate compliance with this Article 13 and to allow for audits, including inspections, by the Data Controller and/or any party designated by the Data Controller. The Data Processor shall inform the Data Controller immediately if, in its opinion, any instruction infringes the Data Protection Legislation.

13.6.9 The Data Processor shall not sub-contract any of its obligations with respect to the processing of personal data under this Article 13 to another processor without the prior written consent of the Data Controller (such consent not to be unreasonably withheld). In the event that the Data Processor appoints another processor, the Data Processor shall:

i. enter into a written agreement with the other processor, which shall impose upon that other processor substantially the same obligations as are imposed upon the Data Processor by this Article 13, which the Data Processor hereby undertakes shall reflect the requirements of the Data Protection Legislation at all times;

ii. ensure that the other processor complies fully with its obligations under that agreement and the Data Protection Legislation; and

iii. remain fully liable to the Data Controller for the performance of that other processor’s obligations and the acts or omissions thereof.

13.7 Modification. Either party may, at any time, and on at least thirty (30) calendar days’ written notice, alter this Article 13, replacing it with any applicable data processing clauses to comply with the Data Protection Legislation or.

14. Miscellaneous

14.1 Assignment. The Client may not assign, transfer or otherwise delegate the Agreement and/or its rights and/or obligations thereunder (in whole or in part) without the written consent of BlitzAdvisy. The Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.

14.2 No Waiver. The failure to enforce any provision of this Agreement will not constitute a waiver nor be construed as such. No waiver of any provision of this Agreement shall constitute a waiver of any other provision, nor shall any waiver of any provision of this Agreement constitute a continuing waiver unless expressly provided otherwise.

14.3 Severability. In the event that one or more of the provisions in these Terms and Conditions are found to be void, either in whole or in part, the remaining provisions will remain in force. BlitzAdvisy will formulate new provisions to replace the voided provisions, during which the scope of the original provisions has to be considered carefully.

14.4 Modification. BlitzAdvisy is permitted to amend these Terms and Conditions unilaterally. The amended Terms and Conditions are immediately applicable to any Agreements entered into after the amendments have been implemented, and 30 days after written announcement of the amendment to the Client for previously existent Agreements. If the Client continues to use the Services after this 30-day period, the Client will be deemed to have accepted the amended Terms and Conditions.

14.5 Entire Agreement. Except as supplemented by additional terms and conditions, policies, guidelines, or standards, these Terms and Conditions contain the entire legal understanding between BlitzAdvisy and the Client and supersedes any and all prior or written understanding or agreements in relation to the Client’s use of the Services.

15. Law and Jurisdiction

15.1 Governing Law. These Terms and Conditions and the Agreement between the Parties (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of the Netherlands.

15.2 Jurisdiction. Any dispute, controversy, proceedings, or claim between the Parties relating to this Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of the Netherlands.

SCHEDULE A
Data Processing

A. Scope

This schedule covers the processing of personal data by BlitzAdvisy as a Data Processor on behalf of the Client (Data Controller). The processing activities are related to the provision of tech consulting and implementation services to clients.

B. Nature

Data processing involves the collection, storage, analysis, and management of personal data necessary for the successful delivery of tech consulting services. It may include both automated and manual processing.

C. Purpose

The purpose of data processing is to enable BlitzAdvisy to provide effective tech consulting services to its clients. This includes tasks such as software implementation, system optimization, tech assessment, and other related services.

D. Duration

Data processing activities will continue for the duration of the tech consulting services engagement between BlitzAdvisy and its clients. Processing may also extend to post-engagement support, as required.

E. Types of Personal Data

The types of personal data processed may include:

•   Contact information (e.g., name, business email, phone number)
•   Professional details (e.g., job title, company)
•   Technical data (e.g., system configurations, software usage data)
•   Communication history (e.g., emails, messages related to the consulting services)
•   Project-related documents (e.g., project plans, reports)
•   End-user data (customer/client data as stored in Client’s systems)

F. Categories of Data Subject

The categories of data subjects whose personal data may be processed include individuals who are clients of, associated with or employed by the clients of BlitzAdvisy. This can encompass Client’s customers, clients, users, employees, contractors, and other relevant stakeholders.

G. Organisational and Technical Data Protection Measures

To ensure the security and confidentiality of personal data, BlitzAdvisy will implement the following data protection measures:

•   Access Control: Limit access to personal data to authorized personnel only.
•   Data Minimization: Process only the data necessary for the provision of services.
•   Encryption: Use encryption techniques to protect data during transmission and storage.
•   Data Retention: Retain personal data only for the duration necessary to fulfil the consulting services.
•   Security Audits: Conduct regular security audits and assessments to identify and mitigate risks.
•   Incident Response: Have a plan in place to respond to and manage data breaches or incidents.
•   Data Sharing: Ensure that any data sharing with third parties is in accordance with client agreements and legal requirements.
•   Employee Training: Provide training to employees on data protection and privacy practices.