Terms and conditions

1. Definitions and Interpretation

• Company: Refers to Neutral BV, a private limited company incorporated under Belgian law , as described in Section 2 below. Also referred to as “we”, “us”, or “our”.
• Client: The individual or legal entity using the Services of the Company. Also referred to as “you” or “your”.
• Services: The strategic digital consulting and related services offered by the Company, as detailed in Section 3 (including audits, roadmaps, fractional CDO services, etc.).
• Website: The Company’s website located at playthestack.be and any associated webpages.
• Agreement: The contractual relationship between the Company and the Client governed by these Terms and any additional written service proposals or contracts.

Interpretation: Section and paragraph headings are for convenience and do not affect interpretation. Words in the singular include the plural and vice versa. These Terms and Conditions (the “Terms”) apply to all Services and use of the Website. By engaging the Services or using the Website, the Client acknowledges and agrees to these Terms. Any deviations from these Terms must be agreed in writing. In case of conflict, a separately negotiated contract with the Client will prevail over these general Terms to the extent of the conflict.

2. Company Information and Legal Status

Neutral BV (hereafter the “Company”) is a Belgian private limited company (Besloten Vennootschap) organized under the laws of Belgium. The Company’s registered office is at Haringrodestraat 54, 2018 Antwerp, Belgium, and it is registered with the Crossroads Bank for Enterprises under enterprise number 0833.156.140 (which is also its Belgian VAT number). The Company may also operate under the trade name “Play the Stack”.

All Services are provided by Neutral BV, and any communication, billing, or contracts will be issued under this legal entity. The Company’s contact details are provided in Section 13 of these Terms. The Company is a professional consultancy business; it does not offer any services as an attorney, financial advisor, or other regulated profession, and all advice provided is commercial consulting advice only.

3. Scope of Services

The Company offers fractional digital strategy consulting and related advisory services to business clients. This includes, but is not limited to, the following key service areas:

• Digital Audits & Strategy Roadmaps – Conducting digital maturity audits and providing an actionable roadmap for digital transformation and growth (identifying gaps and opportunities in the Client’s current digital setup).
• Integration Planning – Planning and design of system integrations to fix disjointed tools and workflows, ensuring the Client’s technology stack is connected and scalable with the business.
• Digital ESG Strategy Alignment – Consulting on aligning the Client’s digital strategy with Environmental, Social, and Governance (ESG) goals and compliance requirements, so that digital initiatives support sustainability and regulatory expectations.
• Change Management & Team Coaching – Guiding and coaching the Client’s management and employees through digital change, including training and process improvement, to foster adoption of new tools and ways of working.
• Implementation Support & Oversight – Providing project management support, vendor coordination, and oversight during the implementation of digital initiatives, to help ensure projects are executed correctly and on schedule.
• Ongoing Fractional CDO Leadership – Serving as a fractional (part-time) Chief Digital Officer on a retainer basis, offering continued strategic guidance, monthly oversight, and support to keep the Client’s digital strategy on track without the need for a full-time hire.

The exact scope of Services for a given Client engagement will be defined in a proposal or contract. The Services are professional consulting services only. The Company will perform Services in a competent and professional manner in accordance with industry standards, providing recommendations and guidance. However, the Company does not guarantee any specific results or outcomes from its Services. All advice, reports, and deliverables are intended to assist the Client, but they are not legally binding guarantees of business performance or results. The Client remains solely responsible for decisions made and actions taken in its business; the Services are intended to inform and support the Client’s decision-making, not to assume management control of the Client’s business. The Client acknowledges that successful outcomes depend on many factors outside the Company’s control (e.g. market conditions, the Client’s own efforts, staff cooperation, etc.), and thus no outcome is promised or assured. All fees paid are in exchange for the consulting Services rendered, not contingent on any particular result being achieved.

4. Client Obligations

The Client agrees to meet the following obligations to enable the Company to effectively provide the Services:

• Provide Information and Access: The Client is responsible for providing in a timely manner all accurate information, data, documents, access to systems, and personnel cooperation that the Company may reasonably require to perform the Services. The Client guarantees that all information and materials it provides are true, correct, and complete to the best of its knowledge. Delays or shortcomings in providing required information or access may impact the Company’s ability to deliver the Services, and the Company is not liable for any such impact.
• Timely Decisions and Feedback: The Client will make timely decisions and provide timely feedback or approvals as needed during the project or engagement. The Client will ensure that its key stakeholders or decision-makers are available for scheduled meetings, workshops, and reviews, so as not to delay the progress of the Services.
• Compliance and Lawful Use: The Client shall use the Services and deliverables for legitimate business purposes only and in compliance with all applicable laws and regulations. The Client must not request the Company to perform any illegal or unethical act, and agrees not to use any output of the Services in a manner that would violate any law or infringe any third-party rights.
• Cooperation: The Client will act in good faith and cooperate with the Company. This includes assigning a primary contact person who will liaise with the Company, making staff and resources available as reasonably needed, and maintaining reasonable communication. The Client shall not unreasonably withhold any consents or information that the Company requires to carry out the Services.
• Payment: The Client must pay all fees and expenses due in accordance with the agreed payment terms (see Section 5). Timely payment is a material obligation of the Client.

If the Client fails to fulfill any of the above obligations, the Company may be unable to perform its duties fully and reserves the right to suspend the work until the issue is resolved, after giving notice to the Client. The Client’s obligations set out in this section are essential to the proper execution of the Services.

5. Fees, Billing, and Payment Terms

The fees for the Company’s Services will be agreed with the Client, either as set out on the Website for standard offerings or in a written proposal or contract for tailored engagements. Fees may be structured as a fixed project fee, a recurring retainer fee, or hourly/daily rates depending on the type of Service:

• Quotations and Rates: Any estimate or quotation provided by the Company (for example, a fixed fee for a digital audit, or a monthly rate for a fractional CDO retainer) will be confirmed in writing. The Company’s fees exclude any applicable taxes (such as VAT) and out-of-pocket expenses unless stated otherwise. VAT (currently 21% in Belgium) or other taxes will be added to invoices as required by law.
• Invoicing: The Company will invoice the Client according to the agreed schedule. For one-off projects, this may be an upfront deposit and a balance upon completion, or milestone-based payments. For ongoing retainer services, invoicing will typically be monthly (for example, at the beginning or end of each month of service). The invoice will detail the Services provided and the amount due. The Company may require an advance payment or retainer before commencing work, especially for first-time clients or substantial projects. Any advance payments will be credited against the final invoice or as otherwise agreed.
• Payment Due Date: Invoices are payable within 15 calendar days from the invoice date, unless a different term is stated in the invoice or agreement. Payment shall be made in the currency and to the account specified on the invoice. The Client is not entitled to set-off or deduct any amounts unless agreed by the Company in writing. If the Client disputes any invoice or a portion of it, the Client must notify the Company in writing within 10 days of the invoice date, providing details of the dispute. Undisputed portions of an invoice must still be paid on time.
• Late Payment: If the Client fails to pay any invoice by the due date, the Company reserves the right to charge late payment interest and recovery costs as permitted by law. In particular, the Company may charge interest at the rate of 8% per annum (or the statutory rate for late payments in commercial transactions under Belgian law, if higher) on the overdue amount from the due date until payment is made in full. In addition, a fixed administrative fee of €40 may be applied to cover collection costs (or a higher amount if actual recovery costs are greater, as allowed by law). The Client will also be responsible for any legal fees or collection costs incurred by the Company in pursuing late payments. Furthermore, the Company may suspend performance of the Services (including withholding or delaying delivery of any work product or deliverables) until all overdue amounts are paid , after giving the Client notice of such suspension.
• No Refunds on Services Rendered: Fees cover the professional time and expertise invested by the Company. Once Services have been delivered (or partially delivered), those Services cannot be “returned”. Therefore, except where required by law or explicitly agreed, payments made are non-refundable. If the Client has paid in advance for Services not yet rendered and the Agreement is terminated (see Section 6), the Company will refund any unearned portion of the fees for which no Services were provided. Conversely, the Client must pay for all Services that have been provided (including work in progress) up to the effective date of termination.
• Expenses: Any direct expenses incurred by the Company in performing the Services (for example, travel costs, purchase of special software or tools with Client’s approval, etc.) will be passed on to the Client at cost. Such expenses will either be included in the quotation or pre-approved by the Client. They will be listed on invoices either separately or within the fee, as agreed.
• Fee Changes: For ongoing services (such as a monthly retainer), the Company may adjust its standard fees or rates periodically (for example, annually to account for inflation or expanded scope). The Company will give the Client reasonable prior notice in writing of any change in fees for continuous Services. If the Client does not accept the adjusted fees, the Client may terminate the ongoing service before the new fees take effect, as described under Section 6. Continued use of the Services after fee adjustments take effect will constitute acceptance of the new fees.

6. Termination and Cancellation

Either party may terminate the Agreement for the provision of Services under the following conditions:

• Termination by Client (Cancellation): The Client may terminate the Agreement or cancel specific Services for convenience by providing at least 30 days’ written notice to the Company. The notice should be sent via email or postal mail to the contact address in Section 13, and should clearly indicate the intention to terminate and the effective date. The Company may, at its discretion, waive the notice period or accept a shorter notice in certain cases. If the Client terminates for convenience, the Client will be obliged to pay for all Services rendered and expenses incurred up to the effective termination date. If any prepaid amount covers Services beyond the termination date, the Company will refund the unused portion. However, any minimum commitment period or non-cancellable fees specifically agreed in a separate contract (for example, a minimum term for a retainer) will still apply, and the Client may remain liable for those fees.
• Termination by Company: The Company may terminate the Agreement or any ongoing Service at any time by giving 30 days’ written notice to the Client for convenience. In such case, the Company will refund any fees for Services that were paid for but not yet delivered as of the termination effective date (if applicable), and will use reasonable efforts to ensure an orderly transition. Additionally, the Company may terminate or suspend the Agreement immediately (or on short notice) if the Client materially breaches these Terms or any agreed contract and fails to remedy the breach within a reasonable time after receiving written notice of the breach. Material breaches include, for example: non-payment of fees, violation of the Company’s intellectual property or confidentiality, unlawful use of the Services, or failure to cooperate such that the Company cannot perform its duties. The Company may also terminate immediately if the Client undergoes bankruptcy, insolvency, liquidation, or ceases business operations. In an immediate termination scenario, the Company will send a notice with the effective termination date (which can be the same date as the notice).
• Effects of Termination: Upon termination or expiration of the Agreement for any reason, the Company will cease providing Services. The Client agrees to promptly pay any outstanding invoices for Services rendered up to the termination date, including work completed or in progress (which shall be calculated on a pro-rata or agreed milestone basis as appropriate). The Company will issue a final invoice reflecting any such fees due. If the Client had paid a deposit or advance, the Company will apply it to any amounts due and refund any remaining balance for undelivered Services. The Client shall return or destroy any Company materials marked as confidential and cease using any deliverables that have not been fully paid for. Likewise, the Company will return (or upon Client’s request, destroy) any confidential information of the Client in its possession, except that the Company may retain one copy for legal archival purposes if necessary.
• No Penalty for Termination: Termination of the Agreement by either party in accordance with these Terms will not incur any liability or penalty (other than the obligations to pay for Services rendered or refund unearned fees as described above). Neither party will owe any damages or further compensation solely as a result of a lawful termination under this Section.
• Survival: Any provision of these Terms which by nature is meant to continue after termination (such as confidentiality, intellectual property rights, limitation of liability, and governing law) shall remain in effect. Termination does not affect any rights or remedies that have accrued to either party up to the date of termination.

Both parties acknowledge that the ability to terminate as described is important, as the Services rely on mutual trust and collaboration. Each party agrees to act in good faith during any termination process to minimize disruption. If appropriate, the Company may assist in handing over work to the Client or a third-party designated by the Client (on terms to be mutually agreed, such as a separate transition or consulting fee if significant effort is required for transition support).

7. Confidentiality and Non-Disclosure

Both the Company and the Client recognize that during the course of the Services, each party may have access to certain non-public or proprietary information about the other’s business, such as financial information, business strategies, customer or supplier data, technical know-how, or other sensitive information. All such information, whether oral, written, graphic, or in electronic form, and whether marked as confidential or that ought reasonably to be understood as confidential given the nature of the information, shall be considered “Confidential Information.”

• Mutual Confidentiality Obligation: Each party (the “Receiving Party”) shall keep confidential and not disclose to any third party any Confidential Information of the other party (the “Disclosing Party”) except for the purpose of fulfilling its obligations under this Agreement. The Receiving Party agrees to use the same degree of care to protect the Confidential Information of the Disclosing Party as it uses to protect its own confidential information of similar nature, but in no event less than reasonable care. The Company, for example, will treat all sensitive business and technical information obtained from the Client as confidential. Likewise, if the Client receives or has access to any non-public information about the Company (such as the Company’s methodologies or pricing not publicly advertised), the Client shall keep such information confidential.
• Permitted Disclosures: Confidential Information may only be disclosed to the Receiving Party’s employees, subcontractors, advisors, or agents on a need-to-know basis for carrying out the Agreement, and only if those persons are bound by confidentiality obligations at least as strict as those in these Terms. Each party remains responsible for any breach of confidentiality by those persons. Disclosure of Confidential Information is also permitted if and to the extent required by law, regulation, or court order, provided that (if legally allowed) the Receiving Party gives prompt notice to the Disclosing Party to enable it to seek an injunction or protective order. Also, a disclosure that was previously approved in writing by the Disclosing Party is permitted.
• Exclusions: Information will not be considered Confidential Information if the Receiving Party can prove that such information: (a) was already lawfully known or independently developed by the Receiving Party without reference to the Confidential Information (and this can be documented); (b) was rightfully obtained by the Receiving Party from a third party not bound by a confidentiality obligation; or (c) is or becomes publicly available through no fault of the Receiving Party (not due to a breach of this Agreement).
• Use of Confidential Information: The Receiving Party shall use Confidential Information of the other only for the purposes of fulfilling the Agreement or using the Services, and not for any other purpose or for its own gain (unrelated to the Services) or to the detriment of the Disclosing Party. For example, the Company will use Client’s business data solely to analyze and provide recommendations to that Client, and not to divulge it or use it for another client. The Client similarly shall not use any confidential insights or tools provided by the Company except for the benefit of the Client’s own internal use as intended by the Service engagement.
• Duration of Confidentiality: This confidentiality obligation begins upon first disclosure of Confidential Information and continues for a period of at least five (5) years after the termination of the Agreement, or indefinitely for trade secrets and personal data as required by law. The parties may also have separate Non-Disclosure Agreements; if so, those terms will apply and, in case of conflict, the stricter obligation will prevail.
• Return or Destruction: Upon the disclosing party’s written request or upon termination of the Agreement, the Receiving Party will promptly return or destroy (and certify destruction of) all Confidential Information of the other in its possession, except that one archival copy may be kept by the Receiving Party’s legal counsel for record-keeping if necessary.
• Confidentiality of the Agreement: The parties may acknowledge the existence of the business relationship publicly (for instance, the Company may list the Client as a client in marketing materials with consent, and the Client may describe the general nature of the Services received), but the specific terms of the engagement and any sensitive details shall be treated as confidential, unless disclosure is required by law or agreed by both parties.

This Section 7 does not limit either party’s right to independently develop or acquire products, services, or business activities without use of the other’s Confidential Information. Each party acknowledges that unauthorized disclosure of Confidential Information may cause irreparable harm, and that the harmed party shall be entitled to seek immediate injunctive relief in addition to any other remedies available at law or in equity, in the event of a breach or threatened breach of this Section.

8. Intellectual Property Rights

Ownership of Pre-Existing IP: Each party retains ownership of intellectual property (IP) that it owned or developed prior to the Agreement or that was developed outside the scope of the Services. This means: (a) The Client’s pre-existing materials, trademarks, data, and know-how remain the property of the Client; and (b) The Company’s methodologies, tools, templates, frameworks, code, know-how, and any generic skills or experience it brings to the project remain the property of the Company. Nothing in these Terms transfers ownership of such pre-existing IP to the other party.

Work Product and Deliverables: As part of providing the Services, the Company will produce certain materials for the Client, such as reports, presentations, strategy documents, roadmaps, recommendations, designs, or other deliverables (the “Deliverables”). The ownership and permitted use of Deliverables shall be as follows, unless otherwise agreed in writing:

• The Company grants the Client a perpetual, worldwide, non-exclusive license to use, copy, and modify the Deliverables for the Client’s internal business purposes. This means the Client can internally utilize the advice, reports, and materials provided to implement the recommended strategies within its own organization.
• Client’s Use Restrictions: The Deliverables and any intellectual property therein are licensed for the Client’s use only for the purposes for which they were provided and for internal use. The Client is not permitted to publish, sell, sublicense, distribute to third parties, or exploit the Deliverables or any portion of the work product created by the Company beyond the intended internal use, except with the Company’s prior written consent. For example, the Client should not share the Company’s report or strategy document with another company or the public as a general advisory document, nor incorporate it into a product for sale, without permission. The Deliverables are tailored to the Client’s situation and are not intended for third-party benefit; no third party is authorized to rely on the Deliverables without the Company’s consent.
• Until full payment for the Services has been made, the Company retains all ownership and title to the Deliverables. If the Client fails to pay as agreed, the Company may withhold or revoke the Client’s right to use the Deliverables. Upon full payment, the license as described above becomes effective. In some cases, a separate contract may specify that certain Deliverables or outputs will be transferred to the Client outright; such terms would be documented in that contract.
• Any Company IP embedded in Deliverables (for instance, analytic models, templates, or code created by the Company) remains the property of the Company. The Client’s license to use the Deliverables includes the right to use any such embedded Company IP as part of the Deliverables, but the Client does not obtain standalone rights to use those elements outside of their context in the Deliverable. The Company reserves the right to reuse any general knowledge, skills, experience, ideas, or techniques acquired during the engagement, provided that in doing so it does not disclose the Client’s Confidential Information.

Company’s Website and Content: All content on the Company’s Website (including text, graphics, logos, videos, design, compilations, and arrangement thereof) is owned by or licensed to the Company and is protected by intellectual property laws. The Client or any website user is authorized to view and read the Website content for personal or internal business informational use. However, unauthorized copying, reproduction, republication, uploading, posting, or duplicating of any material on the Website is prohibited without the Company’s prior consent, except as permitted by law (such as brief quotations with attribution). The Company’s name, logo, and taglines are trademarks of the Company. The Client or user is not permitted to use these trademarks without prior written approval.

Third-Party Materials: In the course of providing Services, the Company may recommend or use third-party tools, software, or content. Any third-party intellectual property (for example, software libraries, open-source tools, or images) remains the property of those third parties and is subject to their license terms. The Company will inform the Client if any deliverable incorporates third-party software or content that the Client needs a separate license for. The Company will either obtain the appropriate sublicenses or assist the Client in doing so, as needed and agreed. The Client agrees to comply with any such third-party license terms if they use the deliverable.

Feedback: If the Client provides feedback or suggestions to the Company about the Services or the Website (such as recommendations for improvements or new features), the Company may use such feedback freely and incorporate it into its services or products without any obligation to the Client. The Client grants the Company a royalty-free, perpetual license to use any feedback or suggestions provided, for any purpose.

This Section 8 survives termination of the Agreement. The intent is to protect the Company’s intellectual capital while ensuring the Client can fully benefit from the deliverables for its internal needs. If the parties wish to have a different arrangement (for example, the Client purchasing exclusive rights to a particular work product), this must be agreed separately in writing.

9. Data Privacy and GDPR Compliance

Both the Company and the Client agree to comply with applicable data protection and privacy laws, including the EU General Data Protection Regulation (GDPR) and Belgian privacy legislation, in relation to any personal data processed under this Agreement.

• Data Controller/Processor Roles: In most cases, the Company will act as a data controller for any personal data the Client provides directly to the Company (for example, contact details of the Client’s employees or personal data entered via the Website contact form or “digital quick scan”). The Company’s Privacy Policy (available on our Website) governs how the Company collects and processes such data, and by using the Services or Website, the Client acknowledges that processing as described. When the Company is a controller, it determines the purposes and means of processing personal data (e.g., using Client’s contact information to communicate about the project, or storing Client login details to provide a service). The Company will ensure all such data is processed lawfully, fairly, and transparently, and only as necessary for the fulfillment of the Services or compliance with legal obligations.
• Processing Client Data on Client’s Behalf: In some cases, the Company might process personal data that belongs to the Client (for example, if as part of a digital audit, the Client asks the Company to analyze user data or employee data from the Client’s systems). In such scenarios, the Client is the data controller and the Company is a data processor acting on the Client’s instructions. Both parties will comply with Article 28 of the GDPR regarding controller-processor relationships. This means the Company will: process the data only on documented instructions from the Client, use appropriate security measures, ensure personnel handling the data are under confidentiality obligations, not engage another sub-processor without authorization, assist the Client in fulfilling data subjects’ rights and other GDPR obligations when applicable, and delete or return such personal data at the end of the engagement upon the Client’s request. If required, the Company and Client will execute a separate Data Processing Agreement to detail these obligations.
• Client’s Warranties: The Client warrants that any personal data it provides or grants the Company access to has been collected and is being shared with the Company in compliance with privacy laws. The Client confirms that it has a valid legal basis (e.g., consent of the data subjects, or other lawful grounds) for the Company to process that personal data as needed for the Services, and that any required notices to or consents from individuals have been provided/obtained. The Client also warrants that it has complied with all relevant obligations as a controller prior to transferring or allowing access to personal data by the Company. In other words, the Client assures that all personal data it supplies to the Company is lawfully processed, and the Company’s handling of it as instructed will not put the Company in breach of GDPR. The Client shall indemnify the Company for any losses or claims arising from the Client’s breach of this warranty (for example, if the Client gives the Company personal data that was collected unlawfully, causing the Company to violate privacy laws).
• Use of Personal Data: The Company will only use personal data for purposes of providing the Services or as otherwise described in our Privacy Policy (such as contacting Clients, improving our services, or meeting legal requirements). The Company will not sell or rent personal data to third parties. The Company may share personal data with third-party service providers (such as IT or cloud storage providers) solely for the purpose of facilitating the Services, and always under appropriate data processing agreements. Any transfer of personal data outside the European Economic Area (EEA), if needed, will be done in compliance with GDPR transfer requirements (e.g., using EU Standard Contractual Clauses or transferring to countries with adequacy decisions).
• Security Measures: The Company takes appropriate technical and organizational measures to protect personal data against unauthorized access, loss, or alteration. This includes access controls, encryption where appropriate, and internal policies. The Client is responsible for ensuring that any personal data it sends to the Company (or provides access to) is transmitted or made available in a secure manner (the Company can support secure transfer methods upon request). Both parties agree to notify each other without undue delay if they become aware of any data breach affecting personal data processed under this Agreement. Each party will reasonably assist the other in handling any such breach, including communication with authorities or affected individuals, as required by law.
• Data Subject Rights: If the Company receives any request from an individual (data subject) concerning personal data that was provided by or on behalf of the Client (for example, a request to access or delete their data), the Company will promptly inform the Client and cooperate as needed to allow the Client to fulfill its obligations. The Client is responsible for handling data subject requests for data under its control. For personal data for which the Company is controller, individuals can exercise their rights (access, correction, deletion, etc.) by contacting the Company as described in the Privacy Policy; the Company will handle those requests in accordance with the law.
• GDPR and Privacy Compliance: The Company ensures that it has appointed a Data Protection Officer (if required) or a responsible person for privacy compliance. The Company and the Client shall each comply with all relevant aspects of GDPR. This includes maintaining records of processing activities as required, respecting principles of data minimization and storage limitation, and (where applicable) providing cooperation for data protection impact assessments or consultations with supervisory authorities if the nature of processing requires it.
• Privacy Policy: Further details on how the Company processes personal data, for website users or Clients, can be found in our Privacy Policy, which is hereby incorporated by reference. The Privacy Policy includes information on what data we collect, how we use it, cookies on our Website, and the rights of individuals. By agreeing to these Terms or using our Services, the Client also agrees to the terms of the Privacy Policy. In case of any conflict between these Terms and the Privacy Policy with regard to personal data handling, the specific provisions of a Data Processing Agreement (if one is in place with the Client) or the Privacy Policy (for general site usage) will govern the treatment of personal data.

In summary, both parties commit to handle personal data responsibly and in accordance with the law. The Company’s goal is to assist Clients in digital strategy while upholding the highest standards of data privacy and security.

10. Limitation of Liability

Use of Services at Client’s Risk: The Client acknowledges that the Company’s Services are advisory in nature. While the Company commits to high quality and professional insight, the implementation and results of any advice are beyond the Company’s direct control. Therefore, the Client agrees that it uses the Company’s Services and deliverables at its own risk, and that the Company’s liability is limited as described below.

• No Indirect or Consequential Liability: To the fullest extent permitted by law, the Company shall not be liable for any indirect, special, punitive or consequential losses or damages arising from or related to this Agreement or the Services. This exclusion includes, but is not limited to, loss of profits, loss of revenue, loss of anticipated savings, loss of business opportunities, loss of or damage to data, business interruption, or any similar economic loss, and it applies even if the Company was advised of the possibility of such damages. The Client agrees that it primarily seeks the Services for guidance and support, and will not hold the Company responsible for business outcomes that are inherently uncertain.
• Limitation of Direct Damages: The Company’s total aggregate liability for any and all claims arising out of or in connection with this Agreement, the Services, or the use of the Website, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall be limited to the total fees paid by the Client to the Company for the specific Service or project from which the claim arises, in the 12 months period preceding the event giving rise to liability. If the Services were provided for less than 12 months, then the liability is limited to the total amount paid for that shorter period. This means, for example, if the Client engaged the Company in a project for €5,000 and then makes a claim, the Company’s maximum liability would be €5,000. If a claim arises after a year of monthly retainer payments of €1,000/month (i.e., €12,000/year), the maximum liability would be €12,000.
• Cap on Liability: In no event shall the Company’s total liability exceed EUR 30,000 (thirty thousand euros), even if the fees paid by Client exceed that amount, unless a higher cap is explicitly agreed in writing for a particular engagement. This cap is a further safeguard to ensure that the exposure of both parties is fair and proportionate to the fees involved. (If the Client requires a different liability cap for a specific project, this can be negotiated and included in a separate agreement.)
• Exceptions: Nothing in these Terms shall exclude or limit the Company’s liability for any liability that cannot be excluded or limited by law. In particular, no clause herein shall operate to exclude liability for death or personal injury caused by negligence, for gross negligence or willful misconduct, or for fraud or fraudulent misrepresentation by the Company. Additionally, certain laws may imply non-excludable warranties or impose certain non-excludable liabilities on the Company – those will remain applicable to the minimum extent required. However, any mandatory liability that cannot be excluded is still subject to limitation to the extent allowed by law.
• No Warranty: Apart from what is expressly stated in these Terms, the Company makes no other warranties or conditions, express or implied, about the Services or deliverables. Any implied warranties of merchantability, fitness for a particular purpose, or non-infringement are disclaimed – the Services are provided “as is” for professional advisory purposes, and the Client assumes ultimate responsibility for results obtained. The Company does not warrant that the Services will be uninterrupted or error-free, or that every recommendation provided is perfect; rather, the Company commits to competent professional effort.
• Client’s Responsibility: The Client acknowledges that it is responsible for its own business decisions. The Company’s insights are one factor for the Client to consider. The Client agrees that it will not hold the Company liable for any damages resulting from decisions the Client makes (or fails to make) based on the Services, except to the extent such damages directly arise from a breach of contract or gross negligence by the Company and subject to the limitations herein. For example, if the Company suggests a digital strategy and the Client implements it incorrectly or market conditions change, the Client will not claim damages from the Company for lost business.
• Reliance by Third Parties: The Services and deliverables are provided solely for the benefit of the Client (and its internal use). No third party is intended to rely on the Company’s work product, and therefore the Company has no liability to any third party who may see or use the deliverables, even if the Company might have been aware of the possibility of such use. The Client agrees not to provide deliverables to any third party with an expectation that the third party may rely on them, without the Company’s explicit consent and involvement. If such consent is given, any limitations and disclaimers in these Terms apply equally to such third party.
• Force Majeure: The Company shall not be liable for any failure or delay in performing its obligations if that failure or delay is due to causes beyond its reasonable control. This includes, for example, natural disasters, acts of government or regulatory authorities, wars, terrorism, civil disturbances, strikes or labor disputes, widespread Internet or utility failures, epidemics or pandemics, or any other extreme events (“Force Majeure”). If such an event occurs, the Company will promptly notify the Client and make reasonable efforts to resume work as soon as possible. The timeline for performance will be extended by the period of the Force Majeure event. If a Force Majeure event continues for an extended period such that it frustrates the purpose of the Services, either party may have the right to terminate the Agreement with notice. In any case, the Client will not hold the Company liable for losses arising from or relating to a Force Majeure occurrence.
• Client’s Data and Materials: The Company is not liable for any damage or loss caused by the provision of incorrect or incomplete information or materials by the Client. The success of the Services often depends on the accuracy of data provided by the Client; any analysis or advice based on faulty data is at the Client’s risk. The Company is also not liable for loss or damage to any documents, materials or data provided by the Client that are in the Company’s possession, unless caused by the Company’s negligence. The Company will take reasonable care of any physical or digital materials entrusted to it, but cannot guarantee prevention of all potential loss (for instance, through unforeseen events or cyber incidents – adequate backups and insurance are recommended for critical data).
• Insurance: The Company maintains professional liability insurance coverage at levels appropriate for a consultancy of its size and scope. Any claim by the Client may be covered by such insurance, and if so, the Company’s liability will be limited to what its insurer covers in that case (subject to the limitations above). The Company can provide a certificate of insurance or details upon the Client’s reasonable request.
• Indemnification: The Client agrees to indemnify and hold harmless the Company and its directors, employees, and agents against any third-party claims, liabilities, damages, or expenses (including reasonable legal fees) arising out of: (a) the Client’s use of the Services or deliverables in violation of any law or the rights of a third party; (b) any information or materials supplied by the Client (for example, if the Client provides data that infringes someone’s IP or privacy rights, and that leads to a claim against the Company); or (c) the Client’s breach of these Terms. This indemnity obligates the Client to reimburse the Company for costs and losses incurred due to such third-party claims. The Company will promptly notify the Client of any claim for which it seeks indemnification and will permit the Client to control the defense and settlement of the claim, provided that the Client’s strategy reasonably protects the Company’s interests and the Company can participate with its own counsel at its expense.
• Limitation Period: To the extent permitted by law, any claim or cause of action by the Client against the Company arising from the Agreement must be brought within one (1) year from the date the Client knew or should reasonably have known of the facts giving rise to the claim, and in any event no later than two (2) years after the completion of the Services in question. Any claims not brought within such period are permanently waived and barred.

The limitations and exclusions in this Section 10 apply regardless of the theory of liability (contract, tort, or otherwise) and even if a remedy fails of its essential purpose. The allocation of risk in this Agreement is reflected in the fees charged by the Company, and the Client agrees that these limitations are reasonable. If the Client requires a higher liability cap or different terms for a particular engagement, it should be discussed and agreed explicitly in writing (and likely would involve higher fees due to increased risk).

11. Dispute Resolution and Applicable Law

This Agreement and all matters relating to the Services, deliverables, or Website use shall be governed exclusively by the laws of Belgium. The parties agree that the Belgian law governing contracts applies to these Terms, without regard to any conflicts-of-law principles that might refer to the laws of another jurisdiction. In other words, no matter where the Client is located or accessing the Services from, Belgian law will regulate the interpretation and enforcement of these Terms. (If the Client is a consumer – which is unlikely as these Services are B2B – any mandatory consumer protections under their local law would remain in effect to the extent required by law.)

In the event of any dispute, controversy, or claim arising out of or relating to this Agreement or the Services, the parties agree to first attempt to resolve the issue amicably through good-faith negotiation. The Client should contact the Company (see Section 13) to discuss the dispute, and executives or representatives of both parties shall meet (or confer by phone/video) and attempt in good faith to resolve the dispute informally. If a negotiated resolution cannot be reached within a reasonable time (for example, 30 days from the first written notice of the dispute), then either party may proceed to seek legal remedy.

Jurisdiction: The courts of Belgium shall have exclusive jurisdiction to hear and decide any dispute arising out of or in connection with this Agreement or the Services. Specifically, the parties agree that the competent courts in the judicial district where the Company has its registered office (currently Antwerp, Belgium) will be the exclusive venue for any litigation. The Client consents to the personal jurisdiction of these courts. If the Company needs to initiate legal action, it may do so in Antwerp by default. (Notwithstanding the foregoing, the Company reserves the right to seek injunctive relief in any appropriate jurisdiction if necessary to protect its intellectual property or confidential information, but as to monetary and contractual disputes, Antwerp courts will be used.)

Each party shall bear its own costs of litigation, except as may be determined by the court. This Section does not prevent the parties from mutually agreeing to an alternative dispute resolution method, such as mediation or arbitration, for a specific dispute, but any such method would need to be agreed in writing at the time a dispute arises or via a separate dispute resolution clause.

The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply to this Agreement, as this is a contract for services and both parties expressly exclude its application.

By choosing Belgian law and courts, both the Company and the Client benefit from a predictable legal framework. If the Client is based outside Belgium, it acknowledges that this choice is a fair and neutral basis for resolving any issues.

12. Amendments to these Terms

The Company may update or modify these Terms and Conditions from time to time, especially if the scope of services changes, if legal requirements change, or as the business evolves. However, no such change will retroactively alter the terms for services already performed. The following process will apply to amendments:

• Notification of Changes: Any significant amendment to these Terms will be communicated to the Client. For example, the Company may post the revised Terms on its Website with a new effective date and/or send an email notification to active clients summarizing the changes. The latest version of the Terms will always be available on the Company’s Website.
• Advance Notice: If changes include essential elements that affect existing agreements (such as substantial changes to liability terms, payment terms, etc.), the Company will strive to provide notice at least 10 calendar days before the new Terms become effective, unless a shorter period is required for legal reasons or to address urgent changes. During this notice period, the Client may review the changes.
• Acceptance of Changes: For ongoing Services, if the Client objects to any material change, it should notify the Company in writing before the effective date of the new Terms. In such case, the parties will discuss the concern in good faith. If an understanding cannot be reached and the Client does not accept the revised Terms, then either the prior Terms will continue to apply for the remainder of any active Service agreement (unless not feasible or lawful), or the Client may terminate the Agreement without penalty (as per Section 6) before the changes apply. If the Client does not object and continues to use the Services or the Website after the updated Terms take effect, the Client will be deemed to have accepted the revised Terms. For one-time or short-term projects that have already been delivered, updated Terms would generally not affect those past engagements, except as required by law.
• Minor Updates: Not all changes will be substantive. Editorial updates, clarifications, or changes required by law (that do not materially affect the allocation of rights or obligations) may be made without advance notice, but the updated effective date will be posted on the Terms. The Client is encouraged to periodically check the Terms on the Website.
• Version Control: The Company will maintain a version history or date on the Terms (e.g., “Last updated on [Date]”). In any dispute between the Client and Company, the version of Terms in effect at the time of the Client’s engagement of Services or use of the Website in question will apply (unless a change was agreed to by the Client or notified and accepted as above).

No unilateral amendment by the Company can retroactively change any agreed pricing or specific deliverables of a signed Statement of Work or contract with the Client; those can only be changed by mutual agreement. These Terms are general and apply to all engagements in the absence of specific overrides.

By accepting these Terms, the Client acknowledges that future adjustments may be necessary and agrees to review notices of changes when communicated. The Company values its clients and will not make unfair changes. Any changes will aim to be reasonable and necessary (for example, to comply with new laws, or to introduce new services or policies).

13. Contact Information

If you have any questions, concerns, or feedback regarding these Terms and Conditions, or need to provide any notice under these Terms, please contact the Company using the information below:

• Company Name: Neutral BV
• Registered Address: Haringrodestraat 54, 2018 Antwerp, Belgium
• Email: ask@playthestack.be – This is the primary email contact for inquiries. Please include your name, organization (if applicable), and a reference to your matter so we can assist you efficiently.
• Telephone: +32 477 32 76 51 – You may call us during business hours (CET timezone) for urgent matters or to request a meeting. Note that for any formal legal notices, we prefer written communication via email or postal mail for proper documentation.
• Website: playthestack.be – You can find information and the latest version of these Terms on our Website. There may also be a contact or inquiry form available on the Website for general questions.
• Attn: Laurent Lenders – Founder & Fractional CDO. (If sending official correspondence, you may address it to the attention of Laurent Lenders, or the managing director of Neutral BV.)
• Business Registration: Neutral BV is registered in Belgium under enterprise number 0833.156.140 (VAT BE0833.156.140).

Complaints: We strive to provide excellent service. If you have a complaint about the Services, you may direct it to the above contact points. We will acknowledge and attempt to resolve any complaints in a timely manner. Although not required, it is helpful to put complaints in writing (email) so that we can more thoroughly investigate and respond.

Language: These Terms are written in English. If you communicate with us in Dutch or French (Belgium’s official languages), we will endeavor to respond in that language if possible. The English version of the Terms will govern the relationship; any translations (including a Dutch version if provided on the site) are for convenience.

Additional Contacts: For privacy-specific inquiries, you may use the same email or check our Privacy Policy for any dedicated contact (like a Data Protection Officer contact, if applicable). For service support or scheduling, you may contact us by phone or the “Book an appointment” feature on our Website.

Please keep your contact information up to date with us if you are an ongoing client, so we can reach you with any important notices. We will use the last provided contact details for any official communications.

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By using the Website or engaging the Company’s Services, the Client confirms that they have read and understood these Terms and Conditions and agree to be bound by them. These Terms, together with any Service Agreement or proposal and any other documents incorporated by reference, constitute the entire agreement between the Company and Client regarding the subject matter herein, and supersede any prior oral or written understandings.

If any provision of these Terms is found to be invalid or unenforceable by a court of competent jurisdiction, that provision will be severed, and the remainder will remain in full effect. The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of future enforcement of that right or provision.

Thank you for trusting Neutral BV with your digital strategy needs. We look forward to a successful and collaborative partnership. If you have any questions about these Terms, please contact us before using the Services.

Last updated: January 1, 2025 (effective for all Services and Website use as of this date).