Terms of Business

Version 1.0  |  Last updated: 17 April 2025

1. Definitions

1. “Spickle” means Spickle B.V. (KvK 90649265).
2. “Client” means the legal entity or individual that signs a Proposal or otherwise requests Services.
3. “Services” means the consultancy or interim‑management work described in the relevant Proposal.
4. “Proposal” means a written offer (including scope, fees, timeline) issued by Spickle and accepted by Client.

2. Applicability

These Terms govern all Services delivered by Spickle unless expressly overridden by a signed agreement. Client’s purchase terms do not apply.

3. Engagement & Scope

1. The engagement starts when Client accepts a Proposal in writing or by conduct.
2. Scope changes require mutual written agreement and may adjust fees and timeline.

4. Fees & Payment

1. Unless stated otherwise, fees are quoted excl. VAT and expenses.
2. Invoices are issued monthly in arrears; payment due within 14 calendar days.
3. Late payments bear statutory interest (Art. 6:119a BW) plus reasonable collection costs.

5. Client Responsibilities

1. Provide timely access to information, systems, and personnel.
2. Ensure decisions and approvals are made without undue delay.

6. Confidentiality

1. Both parties keep confidential information secret for five years after the engagement.
2. Exclusions: information in the public domain or legally required disclosures.

7. Intellectual Property

1. Pre‑existing IP remains with the original owner.
2. New deliverables created for Client become Client’s property after full payment, except for Spickle’s underlying methodologies and tools, which remain Spickle’s IP.

8. Data Protection

Processing of personal data shall comply with the EU GDPR and Dutch Uitvoeringswet AVG. Spickle acts as independent controller unless otherwise agreed in a separate DPA.

9. Liability

1. Spickle’s aggregate liability is limited to the lower of (a) the fees paid in the 12 months preceding the event or (b) €250,000.
2. Spickle is not liable for indirect damages (lost profits, consequential loss) except in cases of intent or gross negligence.

10. Indemnification

Client indemnifies Spickle against third‑party claims arising from materials or instructions supplied by Client.

11. Non‑Solicitation

During the engagement and 12 months thereafter, Client will not directly hire Spickle’s personnel without written consent; a recruitment fee of 30 % of annual gross salary applies to breaches.

12. Force Majeure

Neither party is liable for delays caused by circumstances beyond reasonable control (e.g., pandemics, cyber‑attacks, government measures). Obligations are suspended for the duration of force majeure.

13. Term & Termination

1. Either party may terminate for material breach after 30 days’ written notice and failure to cure.
2. Client may terminate for convenience with 30 days’ notice; fees for work performed plus committed costs remain payable.

14. Governing Law & Jurisdiction

These Terms are governed by Dutch law. Disputes will be submitted to the competent court of Amsterdam.

15. Miscellaneous

1. If any clause is invalid, the remaining provisions remain in effect; the invalid clause will be replaced with a valid one closest to its intent.
2. Amendments must be in writing and signed by both parties.