We are Schauberg OÜ (doing business as Private BD Agency) (“Company,” “we,” “us,” “our”).
We operate 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, you are expressly prohibited from using the Services and must discontinue use immediately.
We reserve the right to make changes to these Legal Terms at any time. We will alert you about any changes by updating the “Last updated” date. It is your responsibility to periodically review these Legal Terms. You will be subject to the changes in any revised Legal Terms by your continued use of the Services after the date such revised Legal Terms are posted.
“Services” — Our website, business development services, strategic advisory, and all related products and platforms.
“SOW” — A signed proposal, order form, or statement of work governing a specific professional services engagement.
“Agency IP” — Proprietary methodologies, playbooks, frameworks, scoring models, and operational systems developed and owned exclusively by Private BD Agency.
“Client Data” — Data, information, or materials provided by Client in the course of an engagement.
“AI Tools” — Artificial intelligence and machine learning services, including large language models, AI-assisted analytics, and productivity platforms used in service delivery.
“Confidential Information” — Any non-public information disclosed by either party, including Agency IP, strategies, pricing, financials, and Client Data.
The information provided when using the Services is not intended for distribution to or use by any person or entity in any jurisdiction where such distribution or use would be contrary to law or regulation. 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.
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.
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 (the “Content”), as well as the trademarks, service marks, and logos (the “Marks”). Our Content and Marks are protected by copyright and trademark laws and treaties around the world. The Content and Marks are provided “AS IS” for your internal business purpose only.
Subject to your compliance with these Legal Terms, we grant you a non-exclusive, non-transferable, revocable licence 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.
No part of the Services, 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 without our express prior written permission.
By providing feedback about the Services (suggestions, ideas, improvement requests), you grant us a perpetual, worldwide, irrevocable, royalty-free, sublicensable licence to use, copy, modify, and exploit the Feedback for any lawful purpose, without attribution or compensation. Unless expressly stated in a signed SOW, Feedback is not confidential.
By using the Services, you represent and warrant that: (1) you have the legal capacity and agree to comply with these Legal Terms; (2) you are not a minor in your jurisdiction; (3) you will not access the Services through automated or non-human means; (4) you will not use the Services for any illegal or unauthorised purpose; and (5) your use will not violate any applicable law or regulation.
You may not access or use the Services for any purpose other than that for which we make the Services available. As a user, you agree not to:
The Services may allow you to submit questions, comments, or other materials to us (“User Submissions”). This section does not apply to information exchanged under a signed SOW, which is governed exclusively by Section 8 (Professional Services Terms).
Unless otherwise agreed in a signed SOW, you acknowledge that any User Submissions you provide via the Services (other than Feedback under Section 2) are non-confidential and non-proprietary as to us, and you grant us a perpetual, irrevocable, worldwide, royalty-free, sublicensable licence to use, host, store, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such User Submissions 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 and will not contain unlawful or objectionable material. Nothing in this section limits our obligations under our Privacy Policy with respect to personal data.
Our team uses AI as a tool within our professional workflow. All work is directed, reviewed, and delivered by humans. By using our Services, you acknowledge and consent to this use.
Private BD Agency integrates artificial intelligence and machine learning tools (“AI Tools”) into our professional workflow across research, analysis, content, and operational functions. AI supports — but does not replace — our team’s expertise, judgment, and decision-making. All work is performed by our team. Every deliverable, communication, and recommendation is reviewed and approved by a qualified professional before it reaches you.
We configure AI services to prevent training or improvement of publicly available models using your personal data or Client Data. Where Client Data is involved under a signed SOW, AI processing is governed by Section 8.8 (Data Processing and Security).
Your acknowledgment. By using our Services or engaging us for professional services, you acknowledge and consent to the use of AI Tools as described in this section. If you have specific restrictions on AI usage relating to your data, you must communicate these in writing prior to the commencement of any engagement, and such restrictions will be incorporated into the applicable SOW.
All projections and financial analysis produced by Private BD Agency involve assumptions and are illustrative only. They do not constitute financial, investment, or legal advice.
In the course of providing our Services—whether through our website, prospect dashboards, or professional engagements—we may present financial projections, revenue trajectories, market analyses, equity valuations, growth estimates, and other forward-looking statements. These are produced using a combination of publicly available data, client-provided data, and proprietary models.
All projections and analyses are based on assumptions. These assumptions may include, but are not limited to:
Assumptions are inherently uncertain and may differ materially from actual results. We do not warrant that any assumption is accurate, complete, or will prove correct.
Our analysis reflects professional business judgment at the time of preparation and is provided for informational and decision-support purposes only. Nothing in our Services, deliverables, dashboards, reports, or communications constitutes legal, tax, accounting, financial, or investment advice. Independent consultation with your own advisors is recommended where appropriate. See also Section 15.A (Disclaimer).
Outcomes are influenced by factors beyond Private BD Agency’s control, including market conditions, competitive dynamics, product-market fit, internal execution, and broader economic forces. No representation, warranty, or guarantee is made, express or implied, regarding the achievement of specific outcomes, revenue levels, funding results, pipeline targets, or partnership closures.
By submitting data through our website or engaging our services, you acknowledge that any projections, models, or analyses we produce are based on assumptions and are illustrative only. As with any forward-looking analysis, independent verification and consultation with your own legal, financial, or tax advisors is recommended where appropriate.
This Section 8 applies when you and the Company enter into a signed SOW. For matters arising from any SOW, this section prevails over any conflicting terms in these Legal Terms solely with respect to such Professional Services.
Client expressly acknowledges that the Services embody proprietary methodologies, playbooks, and operational frameworks (“Agency IP”) developed and owned exclusively by Private BD Agency. All Agency IP remains our sole and exclusive property. Client acquires no right, title, or interest in the Agency IP.
Client Deliverables. Custom materials produced specifically for Client under an SOW 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 commercialise such materials.
SaaS Systems. For service tiers that include system setup, all SaaS accounts shall be provisioned in the Client’s name and billing. For retainer-based Services, the Company utilises its internal SaaS stack at its own discretion, which remains its sole property.
Both Parties shall maintain professional standards of communication, respect, and collaboration. Private BD Agency may immediately suspend or terminate Services upon written notice if Client engages in abusive, harassing, discriminatory, or otherwise unprofessional conduct. Client shall designate a primary point of contact with decision-making authority, provide timely feedback and approvals, and act in good faith.
“Confidential Information” means any non-public information disclosed by a party that is designated confidential or should reasonably be understood as such, including Agency IP, strategies, SOWs, pricing, financials, and Client Data. The Recipient will use Confidential Information solely to perform or receive the Services, not disclose it to third parties except to those bound by equivalent obligations, and protect it using no less than reasonable care. Exceptions apply for public information, independently developed information, and legally required disclosures. Unauthorised use or disclosure may cause irreparable harm; equitable relief is available.
Services are strictly limited to the deliverables set out in the SOW. Any modification requires a written Change Request subject to mutual agreement. Fees, timelines, and deliverables may be adjusted for approved changes. General consultation or deliverables not in the SOW are excluded unless incorporated through a Change Request.
Payment Terms. All invoices are Net 7. Late payments accrue interest at 1.5% per month. Client is responsible for all reasonable collection costs.
Momentum Clause. Client acknowledges that success requires active participation, timely feedback, and communication. Delays in providing necessary materials may impact timelines and outcomes. We are not liable for delays or impacts caused by Client inaction.
Kill Fee. If Client terminates prior to completion, Client shall pay all accrued fees plus a termination fee equal to 20% of the remaining contract value. This represents a reasonable estimate of actual damages and is not a penalty.
Taxes and Currency. All fees are exclusive of VAT and other applicable taxes. Unless otherwise stated, invoices are issued in EUR and payable by bank transfer.
Client acknowledges that outcomes are influenced by factors beyond our control. We will perform with professional diligence and commercially reasonable efforts; however, no representation, warranty, or guarantee is made 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.
This section constitutes the Parties’ data processing agreement under Article 28 GDPR/UK GDPR. Client retains all right, title, and interest in Client Data. Company acts as processor and Client as controller. Company will implement commercially reasonable technical and organisational measures to protect Client Data.
AI Usage. Company may use reputable AI services to assist in providing the Services. Company will not permit AI providers to train their models using Client Data and will configure available controls to opt out of model training. Company will apply commercially reasonable measures to minimise directly identifying information in AI inputs. Where an AI provider cannot be configured to disable training on Client Data, Company will obtain Client’s prior written consent before using that provider. Company will not include special-category personal data (GDPR Art. 9) or criminal-offence data (Art. 10) in AI prompts unless strictly necessary and expressly authorised in writing by Client.
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.
Return or Deletion. Upon termination and Client’s written request, Company will return or securely delete Client Data within 30 days, except where retention is required by law.
Subprocessors. Client authorises Company to engage subprocessors to process Client Data for the Services. Company will impose equivalent data-protection obligations and maintain an up-to-date subprocessor list available upon request.
International Transfers. Where processing involves transfer of personal data from the EEA/UK, Company will implement appropriate safeguards including Standard Contractual Clauses and the UK IDTA/Addendum as applicable.
During the engagement and for 12 months thereafter, Client shall not solicit for employment any Company personnel with whom Client had material contact, nor circumvent Company by directly engaging with any partner, lead, or contact introduced by Company.
For SOW-based disputes, the parties shall first engage in good-faith negotiations for 30 days. If not resolved, the dispute shall be finally resolved by the courts of Estonia, which shall have exclusive jurisdiction.
With Client’s prior written consent (email suffices), Company is granted a worldwide, royalty-free, non-exclusive licence to use Client’s name, trade name, and logo in marketing materials. Client may revoke consent prospectively on 30 days’ written notice.
The Company provides Services solely as an independent contractor. No partnership, joint venture, agency, or employment relationship is created. Client acknowledges that Company may provide similar services to other clients and no exclusivity is granted unless expressly stated in a signed SOW.
We reserve the right to: (1) monitor the Services for violations; (2) take appropriate legal action against violators; (3) restrict access to any portion of the Services; (4) remove files or content that are excessive or burdensome; and (5) otherwise manage the Services to protect our rights and property.
These Legal Terms remain in full force while you use the Services. We reserve the right to deny access to the Services to any person for any reason, including breach of these Legal Terms or applicable law, without notice or liability. If we terminate or suspend your account, you are prohibited from creating a new account under your name or any other name.
We reserve the right to change, modify, or remove the contents of the Services at any time without notice. We cannot guarantee the Services will be available at all times due to hardware, software, or maintenance requirements. You agree that we have no liability for any loss caused by your inability to access the Services during downtime.
These Legal Terms shall be governed by and defined following the laws of Estonia. You and Schauberg OÜ irrevocably consent that the courts of Estonia shall have exclusive jurisdiction to resolve any dispute arising from these Legal Terms, subject to Section 8.10 for SOW-based disputes.
Informal Negotiations. The Parties agree to first attempt to negotiate any Dispute informally for at least 30 days upon written notice.
Mediation. If the Dispute is not resolved through informal negotiation, either Party may refer the matter to mediation administered by a mutually agreed mediator. Mediation costs shall be shared equally. Mediation shall take place in Tallinn, Estonia, or remotely by agreement.
Courts; Venue; Language. If mediation is unsuccessful or if neither Party elects mediation within 60 days of the initial notice, the Dispute shall be finally resolved by the courts of Estonia with exclusive jurisdiction. Proceedings shall be conducted in English or Estonian. Nothing limits either Party’s right to seek interim or injunctive relief.
There may be information on the Services that contains typographical errors, inaccuracies, or omissions. We reserve the right to correct any errors and to change or update information at any time without prior notice.
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, including the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
In the course of providing the Services, the Company may offer business development strategies, commercial perspectives, financial analysis, or related advisory input. Such materials are provided for general informational purposes only and reflect the Company’s professional judgment at the time. They do not constitute legal, tax, accounting, financial, or investment advice. The Client remains solely responsible for obtaining independent professional advice, making its own business decisions, and ensuring compliance with applicable laws.
In no event will we or our directors, employees, or agents be liable 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. Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality (Section 8.4), our total liability shall be limited to the aggregate amount paid by you to us during the three months immediately preceding the event giving rise to the claim. Nothing in these Legal Terms limits liability that cannot be limited under applicable law.
Each Party is responsible for administrative fines imposed directly on it by a supervisory authority. Neither Party shall indemnify the other for such fines except to the extent caused by that Party’s breach.
You agree to defend, indemnify, and hold us harmless from any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of: (1) use of the Services; (2) breach of these Legal Terms; (3) breach of your representations and warranties; (4) violation of third-party rights; or (5) any harmful act toward another user. We reserve the right to assume exclusive defence and control of any matter subject to your indemnification.
We will maintain certain data that you transmit to the Services for operational purposes. Although we perform regular backups, you are solely responsible for all data that you transmit. You agree that we shall have no liability for any loss or corruption of such data. This section is without prejudice to Section 8.8 (Client Data; GDPR).
Visiting the Services, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications and agree that all agreements, notices, disclosures, and other communications we provide electronically satisfy any legal requirement that such communication be in writing. You agree to the use of electronic signatures, contracts, orders, and records.
The following provisions survive termination or expiration: Intellectual Property Rights (Section 2), Intellectual Property and Proprietary Rights (Section 8.2), Mutual Responsibilities (Section 8.3), Confidentiality (Section 8.4), Data Processing and Security (Section 8.8), Non-Solicitation and Non-Circumvention (Sections 8.9 and 21), Limitations of Liability (Section 16), Indemnification (Section 17), Dispute Resolution (Sections 13 and 8.10), and any payment obligations accrued under Section 8.6, together with any other provisions which by their nature are intended to survive.
Entire agreement. These Legal Terms, together with any signed SOW and its attachments, constitute the entire agreement between you and us with respect to the subject matter hereof and supersede all prior negotiations, representations, warranties, commitments, offers, contracts, and other communications, whether written or oral. No oral statement or prior written communication shall modify or supplement these Legal Terms.
Force majeure. Neither Party shall be liable for any failure or delay in performing its obligations where such failure or delay results from circumstances beyond the affected Party’s reasonable control, including acts of God, natural disasters, pandemics, government actions, war, terrorism, civil unrest, power or internet outages, or failures of third-party service providers. The affected Party shall notify the other Party promptly and use reasonable efforts to mitigate the impact. If the delay exceeds 60 days, either Party may terminate the affected SOW without further liability.
Non-solicitation. During the term of any engagement and for 12 months thereafter, neither Party shall directly solicit for employment or engagement any employee, contractor, or key personnel of the other Party who was involved in the provision or receipt of the Services, without prior written consent. This restriction does not apply to responses to general public advertisements or unsolicited approaches.
Waiver and severability. Our failure to exercise any right shall not operate as a waiver. If any provision is determined unlawful or unenforceable, it is deemed severable and does not affect remaining provisions.
No partnership. Nothing in these Legal Terms creates a joint venture, partnership, employment, or agency relationship between the Parties.
Assignment. You may not assign or transfer these Legal Terms without our prior written consent, except to a successor in a merger or sale of substantially all assets.
Notices. All formal notices must be sent by email to legal@privatebdagency.com. Operational communications may be sent to contact@privatebdagency.com. Notices are deemed received on the next business day after successful delivery.
For general inquiries or operational correspondence:
Schauberg OÜ (Private BD Agency)
Hobujaama tn 4
Tallinn, Harju maakond 10151
Estonia
General: contact@privatebdagency.com
Legal notices: legal@privatebdagency.com