1. Scope of application

1.1 These General Terms of Business apply to Spitze ApS’ provision of recruitment and consultancy services (“Services”) to its clients (“Client”).

‍1.2 The specific terms for each assignment are set out in a written agreement or proposal (the “Agreement”). If there is any conflict, the Agreement prevails.

‍1.3 These terms form part of all current and future assignments between the parties unless otherwise agreed in writing.

2. Spitze’s services

2.1 Spitze provides recruitment, search and advisory services as described in the Agreement.

‍2.2 Services are performed with due care, professional skill and in line with generally accepted standards for executive search and recruitment.

‍2.3 Any change to scope, timeline or deliverables must be confirmed in writing.

3. Client’s undertakings

3.1 The Client shall provide accurate and timely information needed for Spitze to perform the Services, including role details, organisational context, and any legal or compliance requirements.

‍3.2 The Client shall give decisions and feedback required for the process without undue delay.

‍3.3 The Client is responsible for verifying references and credentials where required and for making the final hiring decision.

‍3.4 Where on-site meetings or interviews are held, the Client shall provide suitable facilities and observe relevant health and safety requirements.

4. Fees and payment terms

4.1 Fees are specified in the Agreement and are exclusive of VAT and other applicable duties.

‍4.2 Unless otherwise agreed, invoices are issued on completion of defined milestones or monthly in arrears and are payable within 20 days of invoice date.

‍4.3 Interest accrues on overdue amounts in accordance with the Danish Interest Act.

‍4.4 Spitze may suspend Services for non-payment and is entitled to reimbursement of documented costs caused by such suspension.

‍4.5 Travel and accommodation expenses, if any, are invoiced separately in accordance with Danish government mileage and per-diem rates.

5. Intellectual property rights

5.1 Reports, candidate lists and other deliverables prepared by Spitze are for the Client’s internal use only and may not be disclosed to third parties without Spitze’s prior written consent.

‍5.2 Spitze retains ownership of any methodologies, frameworks, templates or materials developed prior to, or independently of, the Agreement.

6. Processing of personal data

6.1 Spitze processes personal data in accordance with the EU General Data Protection Regulation (GDPR) and other applicable data-protection law.

‍6.2 A data processing agreement will be executed only where Spitze acts as a processor on behalf of the Client.

‍6.3 Details on data handling are set out in Spitze’s Privacy & data protection policy.

7. Consultants and subcontractors

7.1 Spitze may engage affiliated companies or qualified subcontractors to deliver the Services, ensuring confidentiality and data-protection obligations are observed.

‍7.2 If a consultant must be replaced due to illness or other circumstances, Spitze will assign a suitably qualified consultant without unreasonable delay.

8. Warranties

8.1 Spitze warrants that Services will be performed with reasonable skill, care and diligence.

‍8.2 No guarantee is given that any particular candidate will accept employment or remain employed for any specific period.

9. References

9.1 Unless otherwise agreed, Spitze may use the Client’s name and a general description of the assignment for reference purposes in marketing materials, provided no confidential information is disclosed.

10. Confidentiality

10.1 Both parties shall treat as confidential all non-public information obtained in connection with the Agreement.

‍10.2 This obligation survives termination of the Agreement.

‍10.3 The Client shall not disclose candidate identities or personal data to third parties without prior consent from Spitze or the relevant candidate.

11. Complaints

11.1 Any complaint regarding the Services must be submitted in writing within one (1) month after delivery or completion.

‍11.2 Failure to notify within this period constitutes acceptance of the Services.

12. Liability and limitation of liability

12.1 Spitze is liable only for direct loss resulting from gross negligence or wilful misconduct.

‍12.2 Spitze is not liable for indirect or consequential loss, including loss of profit, business interruption, data loss or third-party claims.

‍12.3 Spitze’s total aggregate liability shall not exceed twenty-five percent (25%) of the fees paid under the Agreement, and in no event more than DKK 500,000.

‍12.4 Spitze maintains professional liability insurance appropriate to the nature of the Services.

13. Force majeure

13.1 Neither party is liable for failure or delay caused by circumstances beyond its reasonable control, including war, terrorism, cyberattacks, strike, fire, flood or governmental restrictions.

‍13.2 If a force-majeure event lasts more than sixty (60) days, either party may terminate the Agreement on written notice.

14. Assignment

14.1 Neither party may assign or transfer its rights or obligations without the other party’s prior written consent, except that Spitze may assign to an affiliated entity.

15. Termination

15.1 Either party may terminate the Agreement on thirty (30) days’ written notice unless otherwise stated in the Agreement.

‍15.2 Spitze may terminate with immediate effect for material breach by the Client, including failure to pay invoices when due.

‍15.3 On termination, the Client shall pay for all Services performed up to the effective date of termination.

16. Dispute resolution

16.1 Any dispute shall first be attempted resolved by negotiation between senior representatives of the parties.

‍16.2 If no resolution is reached within thirty (30) days, disputes with a value below DKK 500,000 shall be submitted to the City Court of Copenhagen.

‍16.3 Disputes above this amount shall be finally settled by arbitration before the Danish Institute of Arbitration in Copenhagen under its rules then in force.

17. Governing law

17.1 The Agreement and these terms are governed by Danish law, excluding its conflict-of-law rules.

18. Contact

Questions about these General Terms of Business may be directed to legal@spitze.net.

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