1. Who We Are
SpiceFactory d.o.o. ("SpiceFactory," "we," "us") is a digital product studio. We design and engineer software products for partners in healthcare, automotive, logistics, and other high-stakes industries.
These Terms of Service ("Terms") govern the relationship between SpiceFactory and any individual or entity ("Partner," "you") that engages us for professional services, accesses our Trust & Security Portal, or otherwise uses our services. By engaging SpiceFactory, you agree to these Terms. If you are acting on behalf of an organization, you represent that you have the authority to bind it.
2. How We Work
2.1 Embedded Product Partnership
SpiceFactory operates as an embedded product studio — we don't just execute, we co-create. Our teams integrate directly with yours, sharing the vision and accountability for the product's success. We are not an agency, a staffing company, or an outsourced vendor.
2.2 Engagement Agreements
Each partnership is governed by a separate Statement of Work ("SOW"), Master Services Agreement ("MSA"), or equivalent written agreement specifying scope, milestones, deliverables, and investment. Where these Terms conflict with an SOW or MSA, the engagement-specific agreement prevails.
2.3 Service Standards
We perform all services in a professional manner consistent with industry standards for mission-critical software development. We maintain documented security policies, secure development practices, and compliance programs as described on our Trust & Security Portal.
3. Partner Obligations
Successful product partnerships require mutual commitment. You agree to:
- Provide timely access to systems, resources, and domain knowledge needed for the engagement
- Designate a primary point of contact with decision-making authority
- Review deliverables and provide feedback within agreed-upon timelines
- Comply with applicable laws and regulations relevant to the product, including data protection requirements
- Protect confidential materials, access credentials, and secret links provided by SpiceFactory from unauthorized disclosure
4. Intellectual Property
4.1 Your Ownership
Unless otherwise agreed in writing, all custom software, designs, and deliverables created specifically for your engagement ("Work Product") are owned by you upon full payment. SpiceFactory assigns all rights, title, and interest in the Work Product to you.
4.2 Our Tools and Methods
SpiceFactory retains ownership of its pre-existing tools, frameworks, methodologies, and general knowledge ("SpiceFactory IP"). Where SpiceFactory IP is incorporated into Work Product, we grant you a perpetual, non-exclusive, royalty-free license to use it solely as part of the delivered product.
4.3 Open Source
Where open-source components are used in deliverables, SpiceFactory will document them and their license terms. You are responsible for compliance with applicable open-source licenses in your use of the deliverables.
5. Confidentiality
5.1 Mutual Protection
Each party agrees to protect the other's Confidential Information with at least the same degree of care used for its own confidential information, and no less than reasonable care. Confidential Information includes business plans, technical architecture, product roadmaps, pricing, and any information marked as confidential or that a reasonable person would understand to be confidential.
5.2 Permitted Disclosures
Confidential Information may be disclosed to employees, contractors, and advisors who need access to perform their duties and who are bound by comparable confidentiality obligations. Disclosure is also permitted where required by law, regulation, or court order, provided the disclosing party gives reasonable notice where legally permitted.
5.3 Duration
Confidentiality obligations survive for three (3) years after termination of the engagement, or longer where required by a separate NDA or applicable law.
6. Data Protection and Security
6.1 Security Practices
SpiceFactory maintains administrative, technical, and physical safeguards designed to protect partner data. Our security program includes access controls, encryption, secure development practices, incident response procedures, and personnel security measures — all documented in our security policies and aligned with SOC 2, ISO 27001, HIPAA, and FDA 21 CFR Part 11 requirements.
6.2 Regulated Data
For engagements involving Protected Health Information (PHI) under HIPAA, the parties will execute a Business Associate Agreement (BAA) before any PHI access. For engagements involving FDA-regulated software, SpiceFactory will follow its FDA Compliance Program and applicable design controls.
6.3 Data Handling at Partnership End
Upon termination of an engagement, SpiceFactory will securely delete or return all partner data within thirty (30) days, unless retention is required by law. We provide written confirmation of data deletion upon request.
7. Trust & Security Portal
7.1 Portal Access
SpiceFactory provides a Trust & Security Portal at trust.spicefactory.co that includes public compliance information and, for specific partners, password-protected access to detailed compliance documentation via unique secret links.
7.2 Secret Links
Partner-specific secret links and access passwords are confidential. They must not be shared beyond the individuals you have authorized to review compliance information. SpiceFactory may deactivate links at any time and will issue replacements upon request.
7.3 Portal Content
Information on the Portal represents SpiceFactory's security posture at the time of publication. It does not constitute a warranty or guarantee of specific security outcomes. Portal content is updated periodically and may not reflect real-time status.
8. Investment and Payment
Fees, payment terms, and billing schedules are specified in each engagement's SOW or MSA. Unless otherwise agreed:
- Invoices are due within thirty (30) days of receipt
- Late payments accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is less
- SpiceFactory may suspend services if payment is more than thirty (30) days overdue
- All fees are exclusive of applicable taxes, which are your responsibility
9. Warranties and Disclaimers
9.1 Our Commitment
SpiceFactory warrants that services will be performed in a professional manner consistent with generally accepted industry standards for software product development. If services fail to meet this standard, SpiceFactory will re-perform the deficient work at no additional cost.
9.2 Disclaimer
EXCEPT AS EXPRESSLY SET FORTH IN SECTION 9.1, SERVICES AND ALL PORTAL CONTENT ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. SPICEFACTORY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
10. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, SPICEFACTORY'S TOTAL LIABILITY ARISING FROM THESE TERMS SHALL NOT EXCEED THE FEES PAID BY YOU IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITIES.
These limitations do not apply to: (a) breaches of confidentiality obligations, (b) willful misconduct or gross negligence, or (c) obligations that cannot be limited under applicable law.
11. Indemnification
Each party agrees to indemnify and hold harmless the other from claims, damages, and expenses (including reasonable legal fees) arising from: (a) material breach of these Terms, (b) negligent or willful acts, or (c) violation of applicable laws — in each case to the extent caused by the indemnifying party.
12. Term and Termination
12.1 Term
These Terms take effect upon your first engagement with SpiceFactory and continue until all active engagements have concluded, unless terminated earlier.
12.2 Termination for Convenience
Either party may terminate an engagement with thirty (30) days' written notice, unless the applicable SOW specifies otherwise. You are responsible for fees for services performed through the effective date of termination.
12.3 Termination for Cause
Either party may terminate immediately upon written notice if the other party: (a) materially breaches these Terms and fails to cure within fifteen (15) days of written notice, or (b) becomes insolvent, files for bankruptcy, or ceases operations.
12.4 Survival
Sections 4 (IP), 5 (Confidentiality), 6 (Data Protection), 9 (Warranties), 10 (Liability), and 11 (Indemnification) survive termination.
13. General Provisions
13.1 Governing Law
These Terms are governed by the laws of the Republic of Serbia, without regard to conflict of law principles. The parties consent to the exclusive jurisdiction of the courts in Belgrade, Serbia, except that either party may seek injunctive relief in any court of competent jurisdiction.
13.2 Independent Contractor
SpiceFactory is an independent contractor. Nothing in these Terms creates an employment, partnership, joint venture, or agency relationship between the parties.
13.3 Assignment
Neither party may assign these Terms without the other's written consent, except in connection with a merger, acquisition, or sale of substantially all assets.
13.4 Force Majeure
Neither party is liable for delays or failures in performance resulting from causes beyond its reasonable control, including natural disasters, acts of government, pandemics, cyberattacks, or infrastructure failures.
13.5 Entire Agreement
These Terms, together with any applicable SOW, MSA, NDA, BAA, and DPA, constitute the entire agreement between the parties. No modification is effective unless in writing and agreed by both parties.
13.6 Severability
If any provision is found unenforceable, the remaining provisions continue in full force and effect.
14. Contact
For questions about these Terms:
SpiceFactory d.o.o.
Email: hello@spicefactory.co
Security: security@spicefactory.co
Web: trust.spicefactory.co