Professional Consulting Services Agreement for Data Privacy & AI Governance
Welcome to Privacy Ridge. These Terms of Service ("Terms") govern your engagement with Privacy Ridge ("Company," "we," "us," or "our") for professional consulting services related to data privacy compliance, AI governance, and related advisory services.
By engaging our services, entering into a service agreement, or accepting a proposal, you ("Client," "you," or "your") agree to be bound by these Terms. Please read them carefully before proceeding.
To ensure successful engagement outcomes, Clients agree to:
Provide timely, accurate, and complete information necessary for us to perform our services. This includes access to relevant systems, documentation, personnel, and data as reasonably requested.
Designate a primary point of contact with appropriate authority to make decisions and provide approvals on behalf of the Client organization.
Respond to requests for information, feedback, or approvals within reasonable timeframes to avoid project delays.
Be responsible for implementing recommendations and deliverables. Privacy Ridge provides guidance and frameworks, but ultimate implementation decisions and actions remain with the Client.
Maintain the confidentiality of proprietary methodologies, tools, templates, and work product provided by Privacy Ridge.
Our fees are determined based on the specific engagement and may be structured as:
Unless otherwise specified in your service agreement, reasonable out-of-pocket expenses (such as travel, accommodations, and third-party services required for the engagement) will be billed separately with prior approval.
We reserve the right to suspend services if payment is not received according to agreed terms. Services will resume upon receipt of outstanding payments. Suspension does not relieve the Client of payment obligations.
Both parties agree to maintain the confidentiality of any proprietary or confidential information disclosed during the engagement. "Confidential Information" includes business information, technical data, trade secrets, customer information, and any information marked as confidential or that should reasonably be understood as confidential.
Privacy Ridge will:
Confidentiality obligations do not apply to information that:
Confidentiality obligations survive the termination of the engagement and remain in effect for a period of three (3) years from the date of disclosure, or longer if required by applicable law or regulation.
Upon full payment, the Client receives ownership of custom deliverables specifically created for the Client as part of the engagement (such as customized policies, assessments, and implementation plans). This excludes our proprietary methodologies, frameworks, templates, and pre-existing materials.
Privacy Ridge retains all rights, title, and interest in:
Where Privacy Ridge materials are incorporated into Client deliverables, we grant the Client a non-exclusive, non-transferable license to use such materials solely for the Client's internal business purposes. The Client may not resell, distribute, or use these materials to provide services to third parties without our prior written consent.
Clients may not reverse engineer, modify, or create derivative works of Privacy Ridge's proprietary tools, methodologies, or materials without written permission.
Privacy Ridge will perform services with the professional skill, care, and diligence ordinarily exercised by privacy and compliance professionals under similar circumstances. We follow industry best practices and stay current with evolving privacy laws and regulations.
Important Disclaimer: While we strive for excellence, Privacy Ridge cannot and does not guarantee:
Privacy Ridge maintains professional independence in providing our services. We reserve the right to decline requests that would compromise our professional judgment or ethical standards.
We conduct conflict checks before accepting engagements. If a conflict of interest arises during an engagement, we will notify the Client promptly and discuss appropriate resolution options.
To the maximum extent permitted by law, Privacy Ridge's total liability for any claims arising from or related to an engagement, whether in contract, tort, or otherwise, shall not exceed the total fees paid by the Client for the specific engagement giving rise to the claim, or $25,000, whichever is greater.
IMPORTANT: In no event shall Privacy Ridge be liable for:
Any claim against Privacy Ridge must be brought within one (1) year after the cause of action arises. Claims filed after this period are permanently barred.
These limitations reflect the allocation of risk between the parties and our fees. Some jurisdictions do not allow the exclusion or limitation of certain damages, so these limitations may not apply in full in such jurisdictions.
Either party may terminate an engagement for convenience with written notice:
Upon termination for convenience, the Client shall pay for all services performed and expenses incurred through the effective termination date, plus any applicable termination fees specified in the service agreement.
Either party may terminate immediately for cause if the other party:
Upon termination:
All fees paid are non-refundable. Upon termination, payment is required for services rendered and expenses incurred through the termination date.
Client agrees to indemnify, defend, and hold harmless Privacy Ridge from any claims, damages, losses, or expenses (including reasonable attorneys' fees) arising from:
Privacy Ridge agrees to indemnify Client from claims that our deliverables infringe third-party intellectual property rights, provided Client promptly notifies us of such claims and cooperates in the defense. This indemnification does not apply if the claim arises from Client modifications or use outside the scope of our engagement.
The parties agree to attempt to resolve any disputes arising from these Terms or the engagement through good faith negotiation. Either party may initiate the negotiation process by providing written notice of the dispute to the other party.
If the parties cannot resolve the dispute through negotiation within 30 days, they agree to submit the dispute to non-binding mediation before a mutually agreed-upon mediator. The costs of mediation shall be shared equally by both parties.
If mediation is unsuccessful, any remaining disputes shall be resolved through binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be conducted:
The arbitrator's decision shall be final and binding. Judgment on the award may be entered in any court having jurisdiction.
IMPORTANT: Each party waives any right to pursue disputes on a class, collective, or representative basis. All disputes must be brought individually.
Notwithstanding the above, either party may seek injunctive or equitable relief in court for breaches of confidentiality or intellectual property rights without first pursuing negotiation, mediation, or arbitration.
These Terms shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law principles.
These Terms, together with any executed service agreements or statements of work, constitute the entire agreement between the parties and supersede all prior negotiations, representations, and agreements, whether written or oral.
We may update these Terms from time to time. Updated Terms will be posted on our website with a new "Last Updated" date. Continued engagement with our services after changes constitutes acceptance of the revised Terms. Material changes will be communicated to active Clients.
Client may not assign or transfer these Terms or any service agreement without Privacy Ridge's prior written consent. Privacy Ridge may assign these Terms in connection with a merger, acquisition, or sale of substantially all assets.
Privacy Ridge is an independent contractor, not an employee, agent, or partner of the Client. Nothing in these Terms creates an employment, agency, partnership, or joint venture relationship.
If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.
Failure to enforce any provision of these Terms does not constitute a waiver of that provision or any other provision. Any waiver must be in writing and signed by the waiving party.
All notices under these Terms must be in writing and delivered to:
Privacy Ridge
Email:
[email protected]
Phone:
+1 (214) 551-8764
Notices are deemed delivered when sent by email (with confirmation of receipt) or three business days after mailing via certified mail.
The following sections survive termination of these Terms: Fees & Payment, Confidentiality, Intellectual Property, Limitation of Liability, Indemnification, Dispute Resolution, and General Provisions.
We're here to help clarify any questions you have about our Terms of Service or engagement process.
By engaging Privacy Ridge's services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. We recommend reviewing these Terms with your legal counsel before entering into an engagement.
Related Documents
Professional consulting services agreement for data privacy and AI governance solutions
These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client") and Privacy Ridge ("we," "us," or "our") governing your use of our data privacy and AI governance consulting services.
By engaging our services, submitting a consultation request, or executing a Statement of Work with Privacy Ridge, you acknowledge that you have read, understood, and agree to be bound by these Terms.
"Services" refers to all data privacy consulting, AI governance, compliance assessments, training, program development, and related professional advisory services provided by Privacy Ridge.
"Client" means the individual or organization engaging Privacy Ridge for Services, including all authorized representatives and employees.
"Statement of Work" (SOW) is a written document executed between Privacy Ridge and Client specifying the scope, deliverables, timeline, and fees for a specific engagement.
"Deliverables" means all work product, documents, assessments, policies, frameworks, training materials, and other tangible outputs provided by Privacy Ridge under an engagement.
"Confidential Information" includes all non-public information disclosed by either party, including business strategies, technical data, customer information, financial data, and proprietary methodologies.
Privacy Ridge provides professional consulting services in the following areas:
Note: Specific services are defined in individual Statements of Work. Privacy Ridge does not provide legal advice or act as legal counsel. We recommend consulting with qualified legal counsel for legal matters.
All engagements begin with an initial consultation to assess your needs. This consultation is provided at no charge and does not create a binding obligation for either party.
Following the initial consultation, if both parties agree to proceed, Privacy Ridge will prepare a Statement of Work that includes:
Services commence only after:
Most engagements range from 2 weeks to 6 months depending on scope. We pride ourselves on delivering timely results while maintaining the highest quality standards.
Privacy Ridge offers flexible pricing models to meet diverse client needs:
Pre-defined scope with set deliverables
Time-based billing for flexible engagements
Monthly retainers for ongoing support
Invoices not paid within 30 days are subject to a late fee of 1.5% per month (18% annually) or the maximum rate permitted by law, whichever is lower. Privacy Ridge reserves the right to suspend services for accounts more than 45 days past due.
Changes to project scope requested by Client may result in additional fees. Privacy Ridge will provide written notice of any scope changes and associated costs before performing additional work.
To ensure successful project completion, Client agrees to:
Provide timely access to necessary systems, data, documentation, and personnel required for Privacy Ridge to perform Services effectively.
Provide complete, accurate, and truthful information. Client represents that all information provided is current and correct to the best of their knowledge.
Review deliverables and provide feedback within agreed-upon timeframes. Delays in Client feedback may impact project timelines.
Appoint a primary point of contact with authority to make decisions and provide approvals on behalf of Client.
Client is responsible for implementing recommendations and deliverables. Privacy Ridge provides advisory services but does not guarantee specific outcomes or compliance results.
Important: Failure to fulfill these responsibilities may delay project completion or impact the quality of deliverables. Additional fees may apply for work delays caused by Client.
Both parties agree to maintain strict confidentiality of all Confidential Information disclosed during the engagement. This obligation survives termination of the agreement for a period of five (5) years.
Privacy Ridge is committed to protecting Client data in accordance with applicable data protection laws including GDPR, CCPA, and other relevant regulations. We implement industry-standard security measures including:
For engagements involving particularly sensitive information, Privacy Ridge may require execution of a separate mutual Non-Disclosure Agreement (NDA) before commencing work.
Confidentiality obligations do not apply to information that: (a) is publicly available through no fault of receiving party; (b) was rightfully possessed prior to disclosure; (c) is independently developed; or (d) must be disclosed by law or court order.
Upon full payment of all fees, Client receives ownership of custom deliverables specifically created for Client under the engagement, including:
Privacy Ridge retains all rights to its pre-existing intellectual property, including:
Client receives a non-exclusive, non-transferable license to use Privacy Ridge templates and tools solely for internal business purposes related to the engagement.
All deliverables will be:
Each deliverable includes one round of reasonable revisions within 30 days of delivery. Additional revisions requested beyond this scope may be subject to additional fees.
All materials, data, and information provided by Client remain the property of Client. Privacy Ridge will return or securely destroy Client materials upon request after engagement completion.
Privacy Ridge will perform all Services with the care, skill, and diligence consistent with industry best practices for privacy and AI governance consulting. We adhere to professional standards established by recognized bodies including IAPP (International Association of Privacy Professionals).
Privacy Ridge maintains independence in providing objective recommendations. We do not accept commissions or referral fees from third-party vendors without prior written disclosure to Client.
Privacy Ridge will promptly disclose any actual or potential conflicts of interest. We will not undertake engagements where such conflicts would impair our ability to provide objective advice.
Our consultants maintain current knowledge of evolving privacy laws, AI regulations, and industry best practices through ongoing professional development and certification programs.
Our team holds industry-recognized certifications including CIPP (Certified Information Privacy Professional), CIPM (Certified Information Privacy Manager), and CIPT (Certified Information Privacy Technologist).
IMPORTANT DISCLAIMERS - PLEASE READ CAREFULLY
Privacy Ridge does not provide legal advice. Our consulting services are advisory in nature and do not constitute legal counsel. Clients should consult with qualified legal counsel for legal advice and interpretation of laws and regulations. Privacy Ridge consultants are not acting as attorneys and do not create an attorney-client relationship.
While we strive to provide best-in-class guidance, Privacy Ridge does not guarantee that implementation of our recommendations will result in full regulatory compliance or prevent regulatory enforcement actions. Compliance is an ongoing process requiring Client's continued diligence.
Privacy Ridge makes no guarantees regarding specific business outcomes, prevention of data breaches, or avoidance of regulatory penalties. Our Services provide frameworks and recommendations based on industry best practices, but results depend on Client's implementation and ongoing maintenance.
Our recommendations are based on information provided by Client. Privacy Ridge is not responsible for inaccuracies or omissions in Client-provided information. We do not independently verify information provided by Client unless specifically engaged to do so.
Privacy and AI regulations evolve rapidly. Recommendations are current as of delivery date but may require updates as laws change. Clients are responsible for monitoring regulatory changes and updating their programs accordingly.
If Privacy Ridge recommends third-party tools, services, or vendors, we do not warranty or guarantee such third parties' products or services. Client enters into agreements with third parties at their own discretion and risk.
Disclaimer of Warranties: EXCEPT AS EXPRESSLY PROVIDED IN A STATEMENT OF WORK, SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW:
Client agrees to indemnify and hold harmless Privacy Ridge from claims arising from:
Privacy Ridge agrees to indemnify Client from claims that our deliverables infringe third-party intellectual property rights, provided Client promptly notifies us of such claims and cooperates in the defense.
Privacy Ridge maintains professional liability insurance (errors and omissions coverage) and general liability insurance with reputable carriers. Certificate of insurance available upon request.
Note: Some jurisdictions do not allow limitation of liability for certain damages. In such cases, Privacy Ridge's liability shall be limited to the maximum extent permitted by applicable law.
Client may terminate an engagement for convenience with 30 days' written notice. Upon termination:
Privacy Ridge may terminate an engagement with 30 days' written notice in the following circumstances:
Either party may terminate immediately upon written notice if:
Upon termination, the following provisions survive:
Confidentiality obligations
Intellectual property rights
Payment obligations
Limitation of liability
Upon reasonable request and for additional fees, Privacy Ridge may provide reasonable transition assistance to help Client transfer work to another provider or internal team.
These Terms shall be governed by and construed in accordance with the laws of the State of Texas, United States, without regard to its conflict of law provisions.
Negotiation: Parties agree to first attempt to resolve disputes through good faith negotiation for 30 days.
Mediation: If negotiation fails, parties agree to mediation before a mutually agreed mediator before pursuing litigation.
Jurisdiction: Any legal action shall be brought in the state or federal courts located in Dallas County, Texas.
These Terms, together with any executed Statement of Work and Non-Disclosure Agreement, constitute the entire agreement between parties and supersede all prior discussions, agreements, or understandings.
Privacy Ridge may update these Terms from time to time. Material changes will be communicated to active clients via email. Continued engagement after notice constitutes acceptance of updated Terms.
Client may not assign or transfer rights under these Terms without Privacy Ridge's prior written consent. Privacy Ridge may assign these Terms to affiliated entities or in connection with a merger or acquisition.
Neither party shall be liable for delays or failures due to circumstances beyond reasonable control, including natural disasters, acts of government, war, pandemic, or telecommunications failures.
If any provision is found invalid or unenforceable, the remaining provisions shall remain in full force and effect.
Failure to enforce any provision does not constitute a waiver of that provision or any other provision.
All notices shall be in writing and sent to the addresses specified in the Statement of Work. Email notices are acceptable for routine communications but not for termination or legal notices.
We're here to help clarify any questions about our Terms of Service or discuss how we can support your privacy and AI governance needs.
By engaging Privacy Ridge's services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. These Terms were last updated on January 13, 2025.
For questions regarding these Terms or to request a consultation, please contact us using the information above.
© 2025 Privacy Ridge. All rights reserved. These Terms of Service constitute a legally binding agreement.