Terms of service

1. Parties and Definitions

1.1 These Terms of Service (“Terms”) govern the relationship between:

• Spectacle B.V. (“Spectacle”, “we”, “us”), a private limited company (besloten vennootschap) incorporated under the laws of the Netherlands, registered at the Chamber of Commerce (Kamer van Koophandel) under number 91585937, with its registered office at Wilhelminapark 42, 3581 NK Utrecht, the Netherlands; and
• Customer (“you”), the legal entity or natural person acting in a professional or business capacity that accesses or uses the Services.

1.2 These Terms apply to all use of the Spectacle platform, including the website at https://www.spectaclehq.com, the application, APIs, and any related services (collectively, the “Services”).

1.3 Definitions used throughout these Terms and any annexes:

1.4 In the event of a conflict between these Terms and an Annex, the Annex prevails to the extent of the conflict. In the event of a conflict between these Terms and an Order Form, the Order Form prevails.

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2. Formation and Applicability

2.1 These Terms are provided to the Customer before or at the time of entering into the Agreement, in accordance with Articles 6:233 and 6:234 of the Dutch Civil Code (Burgerlijk Wetboek, “BW”). By creating an account, signing an Order Form, or otherwise accessing the Services, the Customer confirms having had a reasonable opportunity to review these Terms and agrees to be bound by them.

2.2 The applicability of any terms and conditions used by the Customer is expressly rejected, unless explicitly agreed in writing.

2.3 These Terms apply to all current and future agreements between Spectacle and the Customer relating to the Services, unless the parties have expressly agreed otherwise in writing.

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3. Scope of the Services

3.1 Spectacle provides a B2B marketing attribution platform that connects marketing channels to revenue data to surface growth opportunities and improve customer lifetime value metrics. The specific features and functionality available to the Customer depend on the selected subscription plan.

3.2 The Services are designed for professional and business use. By using the Services, the Customer represents that it is acting in a professional or commercial capacity and is at least 18 years of age (or the age of legal majority in the Customer’s jurisdiction).

3.3 The Services are not designed or intended to comply with industry-specific regulations such as HIPAA, PCI-DSS, or equivalent sector-specific requirements, unless explicitly stated in writing. The Customer is responsible for determining whether its use of the Services is consistent with applicable regulatory requirements.

3.4 Spectacle may offer additional features, products, or modules that are subject to supplemental terms as set out in the Additional Product Terms (Annex 1). Use of such features constitutes acceptance of the applicable Additional Product Terms.

3.5 “Documentation” means the user guides, help articles, technical materials, and other written or electronic materials made available by Supplier regarding the Services.

Supplier may update the Documentation from time to time. The Documentation may contain clerical, typographical, technical, or other inadvertent errors or omissions. Supplier does not warrant that the Documentation is complete, accurate, current, or error-free, and in the event of any conflict between the Documentation and this Agreement, this Agreement shall prevail.

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4. Account and Authorised Users

4.1 The Customer is responsible for maintaining the confidentiality of its account credentials and for all activity that occurs under its account, including activity by Authorised Users.

4.2 The Customer shall ensure that each Authorised User complies with these Terms. The Customer remains liable for any breach of these Terms by its Authorised Users.

4.3 The Customer shall promptly notify Spectacle of any unauthorised use of its account or any other breach of security.

4.4 Spectacle reserves the right to suspend or restrict access to an account.

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5. Subscription, Fees, and Payment

5.1 Subscription plans. Access to the Services is subject to the subscription plan selected by the Customer and the applicable fees as set out in the Order Form or on the Spectacle website. Details of usage limits, included features, and fair use thresholds are described on the pricing page or agreed in writing.

5.2 Free trial. Spectacle may offer a free trial period of fourteen (14) days. The subscription automatically cancels after the free trial period. The subscription converts to a paid subscription when a valid payment method is added under the selected plan.

5.3 Billing and renewal. Subscriptions renew automatically at the end of each billing cycle (monthly or annually, as selected) unless cancelled. Spectacle will charge the Customer’s designated payment method at the start of each renewal period.

5.4 Fee changes. Spectacle may adjust subscription fees by providing the Customer with at least thirty (30) days’ written notice before the start of the next renewal period. Fee changes take effect at the beginning of the next Subscription Term following the notice period. Customers will have the possibility to terminate their subscription within 30 days of the price change.

5.5 Payment terms. All fees are stated exclusive of VAT and other applicable taxes, which shall be added where required by law. Invoiced amounts are due within thirty (30) days of the invoice date, unless otherwise agreed. Late payments accrue interest at the statutory commercial interest rate (wettelijke handelsrente) under Article 6:119a BW.

5.6 Upgrades and downgrades. The Customer may upgrade or downgrade its subscription at any time. Upgrades take effect immediately and are charged on a pro-rata basis. Downgrades take effect at the start of the next billing period.

5.7 Refunds. Fees are non-refundable except where required by applicable law. Cancellation stops future charges but does not entitle the Customer to a refund for the remaining portion of the current billing period.

5.8 Usage limits and fair use. If the Customer’s usage materially exceeds the limits of the selected plan, Spectacle shall notify the Customer and may: (a) propose an upgrade to a more appropriate plan; (b) apply overage charges as published on the pricing page; or (c) temporarily restrict usage until the account is brought within limits. Spectacle will not restrict usage without first providing reasonable notice and an opportunity to resolve the overage.

5.9 Suspension for non-payment. If any payment is overdue, Spectacle may, at its discretion and without prior notice, suspend or restrict access to the Services until all outstanding amounts are paid in full. If non-payment continues, Spectacle may terminate the Agreement with immediate effect. Suspension or termination does not relieve the Customer of its payment obligations.

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6. Intellectual Property

6.1 Spectacle IP. Spectacle (or its licensors) retains all Intellectual Property Rights in and to the Services, the platform, the Documentation, and any underlying software, algorithms, models, interfaces, and content provided as part of the Services. Nothing in these Terms transfers ownership of any Spectacle IP to the Customer.

6.2 Licence to the Customer. Subject to the Customer’s compliance with these Terms and payment of applicable fees, Spectacle grants the Customer a non-exclusive, non-transferable, revocable licence to access and use the Services during the Subscription Term, solely for the Customer’s internal business purposes. This licence does not include the right to sublicence, resell, or make the Services available to third parties.

6.3 Customer Data. The Customer retains all Intellectual Property Rights in its Customer Data. Spectacle acquires no ownership interest in Customer Data. Spectacle only processes the data as a data processor and not controller. Spectacle may use Customer Data solely to the extent necessary to provide and improve the Services, in accordance with the Data Processing Agreement.

6.4 Feedback. If the Customer provides Spectacle with suggestions, ideas, or feedback regarding the Services (“Feedback”), Spectacle may use such Feedback without restriction or obligation to the Customer. The Customer grants Spectacle a non-exclusive, worldwide, royalty-free, perpetual licence to use, modify, and incorporate such Feedback into the Services. For the avoidance of doubt, this licence does not extend to Customer Data or Customer Confidential Information.

6.5 Restrictions. The Customer shall not (and shall not permit any third party to):

copy, modify, adapt, translate, or create derivative works of the Services or any component thereof;

reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code of the Services, except to the extent expressly permitted by mandatory law (including Article 45m of the Dutch Copyright Act, Auteurswet);

sublicence, lease, rent, sell, or otherwise transfer the Services to any third party;

remove, alter, or obscure any proprietary notices on the Services;

use the Services to develop a competing product or service; or

use the Services in any manner that exceeds the scope of the licence granted herein.

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7. Customer Responsibilities and Acceptable Use

7.1 The Customer shall use the Services in compliance with all applicable laws and regulations, these Terms, and the Documentation.

7.2 The Customer shall not use the Services to:

• transmit malicious code, viruses, or any material intended to damage, disrupt, or limit the functionality of any software, hardware, or network;
• gain or attempt to gain unauthorised access to the Services, other accounts, or systems connected to the Services;
• interfere with or disrupt the integrity or performance of the Services;
• collect or harvest data from the Services through automated means (scraping, bots, spiders) without prior written permission;
• impersonate another person or entity;
• use the Services for any unlawful, fraudulent, or deceptive purpose; or
• engage in any activity that violates the rights of Spectacle or any third party.

7.3 The Customer is solely responsible for the accuracy, legality, and integrity of the Customer Data and confirms that it has all necessary rights and consents to process such data through the Services, including under applicable data protection laws.

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8. Data Protection and Privacy

8.1 Spectacle processes personal data in accordance with the General Data Protection Regulation (EU) 2016/679 (“GDPR”) and the Dutch GDPR Implementation Act (Uitvoeringswet AVG, “UAVG”).

8.2 To the extent that Spectacle processes personal data on behalf of the Customer as a data processor, the parties shall enter into a Data Processing Agreement (“DPA”) in accordance with Article 28 GDPR. The DPA is provided as Annex 2 to these Terms and forms an integral part of the Agreement.

8.3 Spectacle’s collection and use of personal data for its own purposes (e.g., account management, service improvement, and communication) is governed by the Privacy Policy.

8.4 The Services are hosted on infrastructure located in the European Economic Area (“EEA”). Where data transfers outside the EEA are necessary (e.g., through sub-processors), Spectacle shall ensure that appropriate safeguards are in place in accordance with Chapter V GDPR, including Standard Contractual Clauses where applicable.

8.5 In the event of a personal data breach as defined in Article 4(12) GDPR, Spectacle shall notify the Customer in accordance with the DPA.

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9. Confidentiality

9.1 Each party undertakes to keep confidential and not to disclose to any third party any Confidential Information received from the other party, except: (a) to its employees, advisors, or contractors who need to know the information for the purposes of the Agreement and who are bound by equivalent confidentiality obligations; (b) as required by law, regulation, or court order; or (c) with the prior written consent of the disclosing party.

9.2 Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was lawfully in the receiving party’s possession before disclosure; (c) is independently developed by the receiving party without use of the Confidential Information; or (d) is lawfully received from a third party without restriction.

9.3 The obligations under this Section survive the termination of the Agreement for a period of three (3) years.

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10. Third-Party Integrations

10.1 The Services may enable integration with third-party platforms, data sources, and services (“Third-Party Services”). The Customer’s use of Third-Party Services is subject to the applicable third party’s terms and conditions.

10.2 Spectacle does not guarantee the availability, accuracy, or reliability of any Third-Party Services and is not responsible for any loss or damage arising from the Customer’s use of Third-Party Services.

10.3 The Customer acknowledges that data obtained from Third-Party Services may contain inaccuracies or errors, and that the Customer uses such data at its own risk.

10.4 Spectacle may modify, suspend, or discontinue integrations with Third-Party Services where reasonably necessary, with prior notice to the Customer where practicable.

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11. Liability

11.1 Exclusions. Nothing in these Terms shall limit or exclude the liability of either party for:

1. death or personal injury caused by its negligence;
2. fraud or fraudulent misrepresentation;
3. intentional misconduct (opzet) or wilful recklessness (bewuste roekeloosheid); or
4. any other liability that cannot be limited or excluded under mandatory Dutch law.

11.2 Limitation of indirect damages. To the maximum extent permitted by law, neither party shall be liable to the other for any indirect, incidental, special, or consequential damages, including loss of profits, revenue, data, or business opportunity, arising out of or in connection with the Agreement, regardless of the legal theory (contract, tort, or otherwise) and regardless of whether the party has been advised of the possibility of such damages.

11.3 Cap on direct damages. Subject to Section 11.1, the total aggregate liability of either party arising out of or in connection with the Agreement shall not exceed the total fees paid or payable by the Customer to Spectacle in the twelve (12) months immediately preceding the event giving rise to the claim.

11.4 Mutual application. The limitations and exclusions in this Section 11 apply equally to both parties and are considered reasonable by both parties given the nature of the Services and the fees charged.

11.5 Multiple claims. Where there are multiple claims, the cap in Section 11.3 applies to the total aggregate of all claims arising in a twelve-month period, not per individual claim.

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12. Indemnification

12.1 By Spectacle. Spectacle shall indemnify the Customer against any third-party claim that the Services, as provided by Spectacle and used in accordance with these Terms, infringe any Intellectual Property Rights of a third party in the Netherlands or the European Union. This obligation does not apply to the extent that the claim arises from: (a) modification of the Services by the Customer; (b) combination of the Services with third-party products or services not provided or approved by Spectacle; or (c) use of the Services in violation of these Terms.

12.2 By the Customer. The Customer shall indemnify Spectacle against any third-party claim arising from: (a) the Customer Data; (b) the Customer’s use of the Services in violation of these Terms or applicable law; or (c) a breach of the Customer’s obligations under the Data Processing Agreement.

12.3 Procedure. The indemnified party shall: (a) promptly notify the indemnifying party of any claim; (b) grant the indemnifying party reasonable control over the defence and settlement of the claim; and (c) cooperate with the indemnifying party at the indemnifying party’s expense. The indemnifying party shall not settle any claim in a manner that imposes obligations on the indemnified party without its prior written consent.

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13. Term, Termination, and Suspension

13.1 Term. The Agreement enters into force on the date the Customer first accesses or subscribes to the Services and remains in effect for the duration of the Subscription Term. The Subscription Term renews automatically in accordance with Section 5.3, unless terminated in accordance with this Section.

13.2 Cancellation by the Customer. The Customer may cancel its subscription at any time via its account settings or by contacting support@spectaclehq.com. Cancellation takes effect at the end of the current billing period.

13.3 Termination for cause. Either party may terminate the Agreement with immediate effect by written notice if the other party:

1. commits a material breach of the Agreement and fails to cure such breach within thirty (30) days of receiving written notice specifying the breach; or
2. becomes insolvent, enters into liquidation, is declared bankrupt, or is subject to an equivalent procedure under applicable law.

13.4 Termination by Spectacle. Spectacle may terminate the Agreement or suspend the Customer’s access to the Services immediately and without prior notice.

13.5 Effects of termination. Upon termination or expiry of the Agreement:

1. the Customer’s right to access and use the Services ceases immediately
2. Spectacle shall make the Customer Data available for export for a period of thirty (30) days following termination, after which Spectacle may delete the Customer Data in accordance with the DPA;
3. each party shall return or destroy the other party’s Confidential Information, subject to any legal retention requirements; and
4. any provisions of these Terms that by their nature should survive termination (including Sections 6, 9, 11, 12, and 15) shall survive.

13.6 No liability for lawful termination. Neither party shall be liable to the other for any damages resulting from termination of the Agreement in accordance with this Section.

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14. Modifications to the Terms

14.1 Spectacle may modify these Terms from time to time. Material modifications will be communicated to the Customer by email or through the Services at least thirty (30) days before the changes take effect.

14.2 If the Customer does not agree with the material modified Terms, the Customer may terminate the Agreement before the effective date of the changes, without penalty.

14.3 Continued use of the Services after the effective date of the modified Terms constitutes acceptance of the changes.

14.4 Non-material changes (e.g., typographical corrections, clarifications that do not alter rights or obligations) may be made without prior notice.

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15. Governing Law and Dispute Resolution

15.1 Governing law. The Agreement and any disputes arising out of or in connection with the Agreement (including non-contractual disputes) shall be governed by and construed in accordance with the laws of the Netherlands, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG) and any conflict-of-laws rules that would lead to the application of the law of another jurisdiction.

15.2 Informal resolution. Before initiating formal proceedings, the parties shall attempt to resolve any dispute in good faith through informal negotiation for a period of at least thirty (30) days.

15.3 Jurisdiction. If the dispute is not resolved informally, the competent courts of Amsterdam, the Netherlands shall have exclusive jurisdiction, subject to mandatory provisions of law that may prescribe another competent court.

15.4 Interim relief. Nothing in this Section prevents either party from seeking interim or injunctive relief (kort geding) before the competent court.

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16. Force Majeure

16.1 Neither party shall be liable for any failure or delay in performing its obligations under this Agreement (other than payment obligations of Customer) to the extent such failure or delay is caused by or results from a Force Majeure Event. For the purposes of this Agreement, a “Force Majeure Event” means any circumstance, event, or cause beyond the reasonable control of the affected party, whether or not foreseeable, including but not limited to:

(a) acts of God, natural disasters, flood, fire, storm, lightning, earthquake, epidemic, pandemic, public health emergency, or extreme weather conditions;

(b) war, invasion, armed conflict, terrorism, sabotage, cyberterrorism, civil unrest, riots, insurrection, embargo, sanctions, or act of a public enemy;

(c) acts, omissions, measures, or restrictions of any governmental or regulatory authority, including changes in law, regulation, policy, or interpretation, export or import restrictions, sanctions, embargoes, lockdowns, quarantines, takedown orders, or interruptions arising from law enforcement or regulatory action;

(d) strikes, lockouts, labour shortages, industrial disputes, or other labour-related disruptions;

(e) interruption, instability, degradation, or failure of utilities or infrastructure, including power outages, fuel shortages, transport disruption, telecommunications failures, internet outages, DNS failures, routing incidents, or failures of public or private communications systems;

(f) outages, failures, degradation, interruption, suspension, corruption, delay, or unavailability of third-party services, software, platforms, networks, tools, integrations, APIs, hosting environments, cloud services, data centres, content delivery networks, domain name services, certificate services, payment providers, messaging providers, or other third-party dependencies or suppliers, including without limitation AWS, Microsoft Azure, Google Cloud, HubSpot, Salesforce, Stripe, internet service providers, and similar providers;

(g) any breakdown, failure, malfunction, capacity shortage, delay, error, incompatibility, suspension, or unavailability of hardware, software, systems, environments, networks, storage, or infrastructure, whether operated directly by the affected party or by third parties on its behalf;

(h) cyber incidents, security incidents, or malicious acts by third parties, including distributed denial-of-service (DDoS) attacks, ransomware, malware, hacking, phishing, zero-day exploits, unauthorized access, account compromise, data corruption, or other attacks on systems or networks;

(i) failures or delays caused by suppliers, subcontractors, service providers, licensors, carriers, or other third parties engaged by the affected party, including non-performance, delayed performance, insolvency, business interruption, or service degradation by such parties; and

(j) any other event or circumstance beyond the reasonable control of the affected party that prevents, hinders, or materially delays the performance of this Agreement.

For the avoidance of doubt, a Force Majeure Event may include events affecting the affected party directly as well as events affecting its suppliers, subprocessors, contractors, hosting providers, infrastructure providers, and other third-party dependencies.

16.2 The affected party shall notify the other party as soon as reasonably practicable after becoming aware of the Force Majeure Event and shall use commercially reasonable efforts to mitigate its effects and resume performance as soon as reasonably practicable. The affected party shall not be required to settle any labour dispute on terms it does not consider appropriate, nor to incur material additional cost or implement alternative arrangements beyond what it considers commercially reasonable in the circumstances.

16.3 During the continuance of a Force Majeure Event, the obligations of the affected party shall be suspended to the extent impacted by the Force Majeure Event. If the Force Majeure Event continues for more than sixty (60) days, either party may terminate the Agreement by written notice, provided that such termination shall not affect any rights accrued prior to termination, and Supplier shall have no liability arising from such termination other than refunding any prepaid fees relating to Services not provided after the effective date of termination, unless otherwise expressly stated in this Agreement.

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17. General Provisions

17.1 Entire agreement. The Agreement (including these Terms and all Annexes) constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior agreements, representations, and understandings.

17.2 Assignment. Neither party may assign or transfer its rights or obligations under the Agreement without the prior written consent of the other party, except that Spectacle may assign the Agreement to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided that the assignee assumes all obligations under the Agreement.

17.3 Severability. If any provision of the Agreement is found to be invalid or unenforceable by a competent court, the remaining provisions shall remain in full force and effect. The parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves the original commercial intent as closely as possible.

17.4 Waiver. No failure or delay by either party in exercising any right under the Agreement shall constitute a waiver of that right.

17.5 Notices. All notices under the Agreement shall be in writing and shall be deemed received: (a) upon delivery if sent by hand; (b) on the next business day if sent by email; or (c) three (3) business days after posting if sent by registered mail. Notices to Spectacle shall be sent to support@spectaclehq.com or to the registered address. Notices to the Customer shall be sent to the email address associated with the Customer’s account.

17.6 No partnership. Nothing in the Agreement creates a partnership, joint venture, agency, or employment relationship between the parties.

17.7 Third-party rights. The Agreement does not confer any rights on any third party. Article 6:253 BW (derdenbeding) does not apply unless expressly stated.

17.8 Language. These Terms are drafted in English. In the event of a conflict between the English version and any translation, the English version prevails.

17.9 Documentation accuracy. While Spectacle uses reasonable efforts to ensure that the Documentation is accurate and up to date, the Documentation may contain typographical errors, inaccuracies, or omissions. Spectacle does not warrant that the Documentation is error-free and reserves the right to correct any errors at any time without prior notice.

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18. Contact

Spectacle B.V. Wilhelminapark 42 3581 NK Utrecht The Netherlands

Email: support@spectaclehq.com Chamber of Commerce (KvK): 91585937

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Annexes

The following annexes form an integral part of the Agreement:

• Annex 1: Additional Product Terms
• Annex 2: Data Processing Agreement (DPA)
• Annex 3: Service Level Agreement (SLA) — if applicable per Order Form

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Spectacle recommends that the Customer retains a copy of these Terms for its records.